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EXHIBIT 10(O) - FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE BETWEEN THE
                REGISTRANT AND MR. MAY DATED OCTOBER 17, 1996.

                   SEPARATION AGREEMENT AND GENERAL RELEASE

     In consideration for the payments and additional benefits to be paid by
Volunteer Capital Corporation ("the Company"), I release the Company and its
affiliates and all of its officers, directors, employees and agents from all
claims or causes of action of whatever nature that I now may have and that I
either know about or hereafter may learn about, arising from or during my
employment or resulting from the termination of my employment. This means that
I cannot and will not file any claim, charge, or lawsuit for the purpose of
obtaining any monetary award above and beyond the amounts provided for in this
Separation Agreement and General Release ("Agreement"), reinstatement of my
employment or for any equitable relief.

     I acknowledge that this General Release includes, but is not limited to,
all claims arising under federal, state or local laws prohibiting employment
discrimination and all claims growing out of any legal restrictions on the
Company's right to terminate its employees including any breach of contract
claims. This General Release also specifically encompasses all claims of
employment discrimination based on race, color, religion, sex, and national
origin, as provided under Title VII of the Civil Rights Act of 1964, as
amended, all claims of discrimination based on age, as provided under the Age
Discrimination in Employment Act of 1967, as amended, all claims under the
Employee Retirement Income Security Act (ERISA) and all claims of employment
discrimination under the Americans with Disabilities Act (ADA) as well as
claims under state law as provided under Tenn. Code Ann. Sections 8-50-103 and
4-21-401, et seq. and any other applicable state laws concerning my employment.

     I intend this Agreement to be binding upon myself, my estate, heirs and
assignees. I understand and agree that if I breach this Agreement or if I file
any claim or lawsuit against the Company seeking any equitable relief, all
payments and benefits provided herein shall cease, and I or my estate shall be
required to reimburse the Company for all payments and benefits I received
under this Agreement prior to such time, including attorneys' fees incurred by
the Company.

     In consideration of the foregoing, the Company hereby agrees and
covenants:

     a.  Upon the condition that I continue to satisfactorily complete my
duties with the Company until, and if, I am not offered continued employment
with the Company and my employment is thereafter terminated, the Company will
pay me severance pay of twelve months at my regular salary, such payments to
commence with the first regularly scheduled pay period following my separation
date.

     b.  To continue my group health insurance coverage at my current premium
rate for a period of twelve months following my termination if I elect to
continue such coverage under COBRA. Any applicable coverage available under
COBRA subsequent to the initial 12 month period will be at my discretion and I
will pay the prevailing COBRA premiums for such coverage.

     c.  To provide me with up to 24 hours of outplacement service from Russell
Montgomery.

     d.  To pay all accrued but unused vacation pay owing to me.













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     e.  To accelerate vesting of all stock options I may presently hold
immediately subsequent to my separation date.

     I have carefully read and fully understand all the provisions of this
Agreement, specifically including the general release of claims included in the
Agreement. I further acknowledge that this Agreement sets forth the entire
agreement between the Company and me. In addition, I acknowledge that I have
been given a period of at least twenty-one (21) days to consider this Agreement
and that I am advised that I have the right to consult with an attorney of my
choice during this period. Finally, I acknowledge that, in considering whether
to sign this Agreement, I have not relied upon any representation or statement
by anyone, either written or oral, not set forth in this document and that I
have not been threatened or coerced into signing this Agreement by any official
of the Company and that I have read, understand and fully and voluntarily
accept the terms of this Agreement.

     EFFECTIVE DATE: I understand that this Agreement may be revoked by me at
any time during the seven (7) day period after I have signed it. This Agreement
shall not become effective until after the revocation period has expired and no
payment is required to be made until such period has expired.



     DATED THIS 17th day of October, 1996.



By: /s/ Lonnie J. Stout II                       October 1, 1996
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        Lonnie J. Stout II                       Date


    /s/ Richard D. May                           October 17, 1996
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        Richard D. May                           Date




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