CBRL 8-K FY 2007 Mid-Term Incentive and Retention Plan


    Exhibit 10.2

    
 

    CBRL
      GROUP, INC.

    and

    SUBSIDIARIES

    


    


    FY
      2007 Mid-Term Incentive and Retention Plan

    


    ARTICLE
      I

    General

    


    1.1  Establishment
      of the Plan.
      Pursuant to the 2002 Omnibus Incentive Compensation Plan (the "Omnibus Plan"),
      the Compensation and Stock Option Committee (the "Committee") of the Board
      of
      Directors of CBRL Group, Inc. (the “Company”) hereby establishes this FY 2007
      Mid-Term Incentive and Retention Plan (the "MTIRP").

     

    1.2  Plan
      Purpose. The purposes of this MTIRP are to reward officers of the Company
      and its principal operating subsidiaries for the Company's financial performance
      during fiscal year 2007, to attract and retain the best possible executive
      talent, to motivate officers to focus attention on long-term objectives and
      strategic initiatives, and to further align their interests with those of the
      shareholders of the Company. 

     

    1.3  MTIRP
      Subject to Omnibus Plan.  This
      MTIRP is established pursuant to, and it comprises a part of the Omnibus Plan.
      Accordingly, all of the terms and conditions of the Omnibus Plan are
      incorporated in this MTIRP by reference as if included verbatim. In case of
      a
      conflict between the terms and conditions of the MTIRP and the Omnibus Plan,
      the
      terms and conditions of the Omnibus Plan shall supersede and control the
      issue.

     

    


    ARTICLE
      II

    Definitions

    


    2.1  Omnibus
      Plan Definitions. Capitalized terms used in this MTIRP without definition
      have the meanings ascribed to them in the Omnibus Plan, unless otherwise
      expressly provided. 

     

    2.2  Other
      Definitions. In addition, whenever used in this MTIRP, the following terms
      have the meanings set forth below: 

     

    (a)  "Cause,"
      in addition to those reasons specified in the Omnibus Plan, also includes
      unsatisfactory performance or staff reorganizations.

     

    (b)  "MTIRP
      Award" means an Award of Restricted Stock or Restricted Stock and cash
      determined and authorized as provided in this MTIRP.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  “Net
      Operating Investment” means, as of the end of any of the Company’s fiscal
      quarters, and excluding the effect of discontinued operations, the total of
      current assets minus current liabilities minus cash and equivalents plus current
      maturities of long-term debt (including revolver balances included in current
      liabilities) plus net property, plant and equipment (P.P. & E.) plus
      capitalized operating leases (calculated at 8 times last-twelve-months
      non-billboard rent expense).

     

    (d)  “Payout
      Amount” means, for each Participant, a number equal to that Participant's Target
      Award multiplied by the applicable Payout Percentage.

     

    (e)  “Payout
      Percentage” means the percentage determined according to the relative 2007
      Revenue Growth and 2007 ROANOI (Return on Average Net Operating Investment)
      as
      set forth on Schedule A attached to and part of this MTIRP; however, the Payout
      Percentage shall never be less than 50% nor greater than 200%. 

     

    (f)  "Payout
      Date" means the first business day of the Company's 2010 fiscal year or as
      soon
      as practical thereafter.

     

    (g)  “Performance
      Period” means the Company's 2007 fiscal year.

     

    (h)  “Restricted
      Stock” means shares of Common Stock that may be earned under the MTIRP, which
      shares, once determined as of the end of the Company's 2007 fiscal year, if
      the
      applicable Qualified Performance Measures are satisfied, shall vest, without
      further or additional conditions, at the end of the Company's 2009 fiscal
      year.

     

    (i)  "Retirement"
      (or the correlative "Retire" or "Retires") means the voluntary termination
      of
      employment by a Participant in good standing under this MTIRP at a time when
      the
      age of the Participant plus the Participant's years of service with the Company,
      its predecessors or subsidiaries is equal to or greater than 65.

     

    (j)  “Target
      Award” means an amount equal to a Participant's applicable base salary for the
      Company's 2007 fiscal year multiplied by that Participant's Target
      Percentage.

     

    (k)  “Target
      Percentage” means a percentage applicable to each Participant that has been
      established by the Committee within the first 90 days of the Company's 2007
      fiscal year or, in the case of new hires or Participants who are promoted,
      established at the time of hiring or promotion, consistent with those
      established for the same or similar position by the Committee within the first
      90 days of the 2007 fiscal year.

     

    (l)     
      “2007
      Average Net Operating Investment” means the arithmetic average of Net Operating
      Investment, determined as of the end of the Company’s 2006 fiscal year and at
      the end of each of the four quarters of the Company’s 2007 fiscal year (5
      periods). 

     

    (m)  “2007
      Revenue Growth” means the percentage increase in the Company's total revenue
      from continuing operations (i.e., excluding revenue from discontinued
      operations) during the Company's 2007 fiscal year (excluding, in either case,
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
extraordinary
        gains or losses and the effects of any acquisitions (other than the opening
        of
        restaurant facilities by the Company or a Subsidiary in the ordinary course
        of
        business)) when compared to the Company's total revenue from continuing
        operations (i.e., excluding revenue from discontinued operations) during
        the
        Company's 2006 fiscal year.

    

     

    (n)  “2007
      ROANOI” shall be calculated by dividing: (1) the product of (x) the Company's
      operating income plus non-billboard rent expense (both from continuing
      operations) times (y) one minus the Company’s actual tax rate used in
      determining net income from continuing operations for fiscal 2007 (before
      extraordinary gains or losses and any acquisitions) by (2) 2007 Average Net
      Operating Investment. 

     

     

    ARTICLE
      III

    Eligibility
      and Participation

    


    3.1  Eligibility.
      The Participants in the MTIRP shall be those persons designated by the Committee
      during the first 90 days of the Company's 2007 fiscal year or new hires or
      those
      persons who may be promoted and are designated as Participants by the Committee
      at the time of hiring or promotion. No new Participants are eligible after
      the
      third fiscal quarter of 2007.

     

    


    ARTICLE
      IV

    Awards

    


    4.1  Qualified
      Performance Measures. The Qualified Performance Measures for the MTIRP shall
      be a combination of the 2007 Revenue Growth and 2007 ROANOI as specified in
      this
      MTIRP.

     

    4.2  MTIRP
      Awards. MTIRP Awards shall consist either of 100% Restricted Stock or 50%
      Restricted Stock and 50% cash. Participants, prior to August 25, 2006, may
      elect
      whether the Award will consist of all Restricted Stock or 50% cash and 50%
      Restricted Stock. The failure to elect shall be deemed an election to receive
      100% Restricted Stock. The number of shares of Restricted Stock making up an
      Award shall be determined by dividing the Payout Amount (or 50% of the Payout
      Amount if a Participant has elected to receive 50% cash and 50% Restricted
      Stock) by the Fair Market Value of the Common Stock on the last trading day
      of
      the Performance Period.

     

    4.3  Payment
      of Performance Awards. After the close of the Performance Period, the
      Committee shall certify in writing the achievement of the applicable Qualified
      Performance Measures and the amounts of any Awards payable to the Participants
      under all applicable formulas and standards. The Restricted Stock, together
      with
      any cash portion of any Award (if a Participant has elected 50% cash and 50%
      Restricted Stock) and accumulated dividends pursuant to Section 6.1 of this
      document shall thereafter be distributed, subject to forfeiture or lapse as
      provided in this MTIRP, to each Participant within a reasonable time following
      the Payout Date.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      V

    Termination
      of Employment

    


    5.1  Termination
      of Employment Other Than For Cause. When a Participant Retires or a
      Participant’s employment is terminated for any reason other than for Cause or
      voluntary resignation, the Award shall be reduced to reflect only employment
      prior to that termination. The reduced award shall be based upon the number
      of
      calendar months of employment from the beginning of the Performance Period
      until
      the date of such termination. In the case of a Participant’s disability, the
      employment termination shall be deemed to have occurred on the date the
      Committee determines that the disability has occurred, pursuant to the Company’s
      then-effective group long-term disability insurance benefit for officers. The
      pro-rated Award thus determined shall be payable at the time specified in
      Section 4.3.

     

    5.2  Termination
      of Employment For Cause. If, prior to the Payout Date, a Participant’s
      employment is terminated for Cause (of which the Committee shall be the sole
      judge), or the Participant voluntarily resigns (other than through Retirement),
      all of the Participant’s rights to an MTIRP Award for the Performance Period
      shall be forfeited.

     

     

    ARTICLE
      VI

    Certain
      Rights of Participants

    


    6.1  Shareholder.
      Dividends payable on Common Stock after the Performance Period but before the
      Payout Date shall accrue on Restricted Stock awarded pursuant to this MTIRP
      and
      they shall be payable, without interest, to Participants along with the
      remainder of the Award following the Payout Date. Except as set forth in the
      preceding sentence, Participants shall have no rights as shareholders with
      respect to any Restricted Shares until after the Payout Date.

     

     

    ARTICLE
      VII

    Change
      in Control

     

    7.1  Effect
      of Change in Control. In the event of a Change in Control prior to the
      Payout Date, an MTIRP Award that has not expired or been forfeited shall be
      deemed to have been earned and shall become fully payable and the assumption
      shall be made that all Qualified Performance Measures have been fully achieved
      throughout the entire Performance Period. If a Participant is not fully vested
      in his or her MTIRP Award upon a Change in Control, that Participant’s entire
      MTIRP Award shall be fully vested effective the day prior to the date of the
      Change in Control. The entire MTIRP Award shall be paid to the Participant
      as
      soon as administratively possible, but no later than 30 days following a Change
      in Control.