CBRL 8-K Severance Benefits Policy


    Exhibit 10.3

    
 

    CBRL
      GROUP, INC.

    CORPORATE
      POLICY

    
      	
              SUBJECT:

              SEVERANCE
                BENEFITS POLICY

            	
              ORIGINATING
                DEPARTMENT:

              HUMAN
                RESOURCES

            	
              NUMBER
                

              CBRLSEV-1

            
	
              INITIATED
                BY: 

              BOARD
                OF DIRECTORS

              APPROVED
                BY: 

              BOARD
                OF DIRECTORS

            	
              DATE
                ISSUED:

              July
                27, 2006

            	
              SUPERSEDES:

              N/A

            


    

    


    


    I.    PURPOSE/POLICY

    


    
      	 	
              It
                is the policy of CBRL Group, Inc. to provide severance benefits to
                Employees in certain circumstances which result in involuntary termination
                from Company employment. Severance benefits are intended to provide
                loss
                of income protection and to assist in bridging financial gaps while
                a
                terminated Employee seeks other employment. The base severance benefits
                provided to eligible Employees under the terms of this policy are
                determined by job classification and length of Company service. All
                severance benefits provided under the terms of this policy are
                “self-funded” and paid from the general assets of CBRL Group,
                Inc.

            


    

    


    This
      policy supersedes and replaces any prior severance benefit policy, program,
      or
      practice, written or oral, established or issued by CBRL Group, Inc. or any
      of
      its affiliates.

    


    II.   EMPLOYEES
      COVERED BY THE POLICY

    


    
      	 	
              A.    

            	
              All
                full time Employees ( 20 hours or more per week) of CBRL Group, Inc.
                or
                any of its affiliated entities (collectively, the “Company”) who are
                involuntarily terminated from Company employment are eligible to
                receive
                severance benefits under this policy, except:

            


    

    


    
      	 	
              1.

            	
              Employees
                who are involuntarily terminated for “misconduct” or “cause” for reasons
                including but not limited to: violation of law or Company policy;
                mistreatment of Company Employees, customers or vendors; documented
                unsatisfactory job performance; or failure to satisfy the objectives
                of a
                written performance improvement plan all as determined in the sole
                discretion of the Company;

            


    

    


    
      	 	
              2.

            	
              Employees
                separated from Company service by occupational or non-occupational
                sickness or injury;

            


    

    


    
      	 	
              3.

            	
              Employees
                hired by the Company under the terms of a written letter of agreement
                or
                employment contract that sets forth severance pay provisions which,
                in
                total monetary value, are equal to or greater than the provisions
                of this
                policy;

            


    

    


    
      	 	
              4.

            	
              Employees
                who are covered under in the Special Severance Events conditions
                of
                Section V. B. of this policy; and

            


    

    


    
      	 	
              5.

            	
              Employees
                temporarily separated from Company service due to fire, storm damage,
                act(s) of God, or a temporary reduction-in-force of sixty (60) days
                or
                less (within any 12 month lookback
                period).

            


    

     

    
      	     	B.    	
              Employees
                who voluntarily resign from Company employment for any reason, including
                retirement, are not eligible to receive severance benefits under
                this
                policy. An employee who declines to accept a Company requested employment
                transfer with relocation assistance and equivalent base pay and benefits
                (regardless of distance from current work location) shall be considered
                to
                have voluntarily resigned from Company employment and no severance
                benefits will be paid to any such employee under this policy or
                otherwise.

            


    

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	 	
              location) shall be considered to have voluntarily
                resigned from Company employment and no severance benefits will be
                paid to
                any such employee under this policy or
                otherwise.

            


    

     

    III.      
      RESPONSIBILITY
      FOR ADMINISTRATION

    


    The
      Senior Vice President/Human Resources is responsible for administration of
      this
      policy and is named as Plan Administrator. Questions concerning the application
      or interpretation of this policy should be directed to the Plan Administrator
      at
      the following mailing address:

    


    Corporate
      Secretary

    CBRL
      Group, Inc.

    305
      Hartman Drive

    Lebanon,
      TN 37087

    


    The
      Plan
      Administrator has the discretionary authority to interpret the terms of this
      policy and to determine all relevant policy issues or
      controversies.

    


    IV.      
      SEVERANCE
      BENEFITS

    


    
      	
            	A.    	
              Base
                Severance Benefits
                -
                The following table reflects severance benefits payable to eligible
                Employees subject to all other terms and conditions of this
                policy.

            


    

     

    
      	
              Position

            	
              Severance
                Benefit

            
	 	 
	
              Senior
                Corporate Officers1

            	
              12
                months base salary; one additional week of severance for each year
                of
                service in excess of 15 years

            
	 	 
	
              All
                Other Officers

            	
              6
                months base salary; additional period of up to 6 months at discretion
                of
                CEO

            
	 	 
	
              Directors

            	
              2
                weeks of base salary for each year of service; 13 weeks minimum;
                up to a
                maximum of 26 weeks; one additional week of severance for each year
                of
                service in excess of 15 years

            
	 	 
	
              Other
                Exempt employees

            	
              1
                week of base pay for each year of service if termination occurs in
                first
                three years of service; thereafter, 2 weeks of base pay for each
                year of
                service; 2 weeks minimum; up to a maximum of 13 weeks

            
	 	 
	
              Non-exempt
                employees

            	
              1
                week of base pay for each year of service; 2 weeks minimum; up to
                a
                maximum of 8 weeks

            


    

    


    
      	 	 	
              “Year
                of service” means twelve (12) consecutive months on continuous full time
                employment (20 hours or more per week) with the Company. Breaks in
                service
                of more than 90 days are not recognized as continuous employment
                under
                this policy.

            


    

    


    
      	
            	B.	
              Effect
                on Other Benefits
                -
                The terms of other plans (e.g.,
                bonus, vacation, insurance, incentive and stock options and awards)
                will
                govern the terminated Employee’s rights to benefits, if any, under those
                plans.

            


    

     

    _______________________

    1  Officer
      covered by a
“Gold” level Change in Control Agreement (CEO, COO, CFO, SVP, DVP and General
      Counsel

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    V.    
SPECIAL
      SEVERANCE EVENTS

     

    
      	 	
              A. 

            	
              
                Except
                  as provided in subsection B., below, severance benefits available
                  under
                  Section IV. of this policy will be paid to eligible Employees whose
                  jobs
                  are eliminated due to any one of the following
                  events:

              

            


    

     

    
      	 	 	
              1.

            	
              All
                other eligible Employees: any reduction-in-force authorized by a
                corporate
                officer; or

            


    

    


    
      	 	 	
              2.

            	
              Sale,
                divestiture, liquidation, permanent shut-down, or closing of any
                CBRL
                Group, Inc. affiliated or wholly owned company, division, business
                unit,
                restaurant, or group of
                restaurants.

            


    

    


    
      	 	
              B.

            	
              No
                severance benefits will be paid under subsection A., above, to any
                Employee who is offered employment by the Company, or by a new owner,
                where the new position:

            


    

     

    
      	
              1.   

            	
              has
                a base salary which is at least 90% of the base salary of the prior
                position;

            


    

     

    
      	 	
              2.

            	
              does
                not require relocation more than sixty (60) miles one-way from the
                prior
                job location or, if over sixty (60) miles, relocation benefits are
                offered
                for the new position under the Company’s Relocation Policy;
                and

            


    

     

    
      	 	
              3.

            	
              the
                Employee is capable of satisfactorily performing the new job (all
                as
                determined by the Plan
                Administrator).

            


    

    


    If
      the
      new or offered position fails any one of the three (3) criteria in subsection
      B., above, and an Employee, nonetheless, elects to accept the new job either
      prior to or within thirty (30) days after a Special Severance Event, then no
      severance benefits will be paid under this policy.

    


    VI.    SEVERANCE
      RULES/CONDITIONS

    


    
      	 	
              A.

            	
              In
                consideration of severance benefits payable under this policy each
                Employee must agree, in writing, on forms prescribed by the Company,
                to
                the following conditions prior to release of any severance
                payment(s):

            


    

     

    
      	
            	1.	
              Strict
                non-disclosure of Company marketing, financial, strategic planning,
                proprietary, or other information which is not generally known to
                the
                public;

            


    

     

    
      	
            	2.	
              Return
                to CBRL Group, Inc. of all Company property in good condition and
                repair
                (normal wear and tear excepted) including but not limited to keys,
                security cards, credit cards, furniture, equipment, automobiles,
                computer
                hardware and software, telephone equipment, and all documents, manuals,
                plans, equipment, training materials, business papers, personnel
                files,
                computer diskettes or copies of the same relating to Company business
                which are in the Employee’s
                possession;

            


    

    


    
      	 	
              3.

            	
              An
                unconditional release from all charges, complaints and claims, including
                attorney fees, based on employment with the Company, or the termination
                of
                that employment;

            


    

    


    
      	 	
              4.

            	
              Certain
                officers, as determined in the discretion of the; Company’s General
                Counsel, will be asked to sign a non-competition and non-solicitation
                agreement in consideration of severance payments and in addition
                to any
                other agreement or release required under the terms of this
                policy.

            


    

    


    
      	 	
              5.

            	
              Resignation
                from job position and membership in any Company board, committee,
                or task
                force.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

            	
              Severance
                benefits payable under this policy generally will be made per the
                Company’s standard pay period (bi-monthly) less deduction(s) for
                applicable federal, state, or local income, withholding, or other
                taxes.
                Severance payments will begin within thirty (30) days from the later
                of:

            


    

    


    
      	 	
              1.

            	
              the
                date of termination;

            


    

    


    
      	 	
              2.

            	
              the
                execution of any required severance agreement(s);
                or

            


    

    


    
      	 	
              3.

            	
              the
                surrender of items listed in Section A. 2. above, if
                any.

            


    

    


    Any
      financial obligation(s) owed to the Company by an Employee will be offset from
      severance payment(s) made under this policy. If the severance benefits due
      an
      Employee under this policy do not cover the total financial obligation(s) owed
      to the Company, the Employee will be billed for the additional amount. All
      severance, employee benefits, or other settlement costs will be charged to
      the
      separated Employee’s current department.

    


    
      	 	
              C.

            	
              All
                employee benefits and benefit accruals will cease as of the Employee’s
                final date of active employment. However, medical insurance benefits
                may
                be continued to the extent required by federal law. Terminated Employees
                will have other benefit conversion or withdrawal rights which may
                arise
                under any CBRL Group, Inc. sponsored retirement or welfare benefit
                plan as
                a result of separation from Company service. Any credited or unused
                earned
                vacation pay due under the CBRL Group, Inc. vacation policy will
                be
                settled within twenty-one (21) days from termination of employment,
                unless
                otherwise required under state law, along with any settlement of
                reimbursable expenses under the terms of the CBRL Group, Inc. expense
                reimbursement, travel and/or entertainment
                policies.

            


    

    


    
      	 	
              D.

            	
              The
                CEO has discretionary authority to offer a consulting agreement to
                senior
                and other officers (which shall not extend the severance period but
                may
                allow the employee continued participation in certain benefits and
                benefit
                plans of the Company for a period not to exceed 12 months (in the
                case of
                senior officers) and 6 months (in the case of other officers). The
                CEO
                also has discretionary authority to offer outplacement services to
                senior
                and other officers (for a period not to exceed 12 months) and to
                directors
                and exempt employees (for a period not to exceed 6 months upon such
                terms
                and conditions as the CEO may impose. In appropriate circumstances,
                the
                CEO may also grant severance benefits in amounts not to exceed 12
                weeks
                base pay to any Company Employee who is not otherwise eligible to
                receive
                severance benefits under this policy. In consideration for any additional
                severance benefits granted under this paragraph D., the CEO may require
                an
                employee to pledge his or her best efforts toward securing alternative
                employment.  No
                discretionary payment made under the terms of this subsection shall
                be
                considered as establishing a precedent or right to benefits by any
                other
                Employee whether or not similarly situated to the recipient
                Employee.

            


    

    


    
      	 	
              E.

            	
              Any
                Employee who receives severance benefits under this policy who is
                rehired
                within the time frame for which severance benefits are payable under
                Section IV. shall, as a condition of re-employment, be subject to
                pro-rata
                re-payment of severance benefits under rules to be determined and
                consistently applied by the Plan
                Administrator.

            


    

    


    
      	 	
              F.

            	
              Any
                employee who receives severance benefits under this policy and is
                later
                rehired shall not have his or her prior Company service recognized
                or
                bridged if the severance period or time away from Company employment
                is in
                excess of ninety (90) days.

            


    

    


    VII.   APPEAL
      PROCEDURE

    


    
      	 	
              A.

            	
              In
                the event an Employee claims entitlement to severance pay under this
                policy or disputes the amount or method of payment, the Employee
                must
                present the reason for the claim in writing to the Plan Administrator
                within ninety (90) days from the date of the event giving rise to
                any such
                claim or dispute. The Plan Administrator will, within sixty (60)
                days
                thereafter, send a written 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	 	
                  notification
                    to the Employee as to the disposition of the claim. If the claim
                    is wholly
                    or partially denied, the written notification
                    will:

                


        

      

    

     

    
      	 	
              1.

            	
              state
                the reason(s) for the denial;

            


    

    


    
      	 	
              2.

            	
              reference
                specific policy provisions on which the denial is
                based;

            


    

    


    
      	 	
              3.

            	
              provide
                a description of any additional information necessary to perfect
                the claim
                and explanation of why such information is necessary;
                and

            


    

    


    
      	 	
              4.

            	
              set
                forth the procedure by which the Employee may appeal the denial of
                the
                claim.

            


    

    


    
      	 	
              B.

            	
              If
                an Employee wishes to appeal the denial of a claim, then the Employee
                may
                request a review of such denial by making written application to
                the Plan
                Administrator within sixty (60) days after such denial. The Employee
                (or a
                duly authorized legal representative) may, upon written request to
                the
                Plan Administrator, review any document(s) pertinent to the Employee’s
                claim, and submit in writing issues and comments in support of Employee’s
                position. Within sixty (60) days after receipt of a written appeal,
                the
                Plan Administrator will notify the Employee of the final decision.
                The
                final decision will be in writing and will include specific reasons
                for
                the decision, written in a manner calculated to be understood by
                the
                claimant, together with specific references to the pertinent policy
                provisions on which the decision is based. This decision will be
                final and
                binding on all parties.

            


    

    


    VIII.      
      ERISA
      DISCLOSURES

    


    This
      policy statement constitutes both the “Plan Document” and “Summary Plan
      Description” for the CBRL Group, Inc. Severance Benefit Plan. It supersedes all
      prior severance pay plans, policies, or programs, written or oral, issued by
      CBRL Group, Inc. or any of its affiliates. This plan is sponsored by CBRL Group,
      Inc. and covers eligible Employees of CBRL Group, Inc. and its affiliated
      companies (the “Company”). The plan operates on a calendar year basis. The
      Company is the Plan Sponsor and the Plan Administrator.

    


    The
      Plan
      Number is: ____

    The
      Plan
      Sponsor’s Tax Identification Number Is: 62-1749513

    The
      Plan
      Sponsor’s Mailing Address Is:       CBRL
      Group, Inc.

    305
      Hartman Drive

    Lebanon,
      TN 37087

    


    


    The
      Company reserves the right in its sole discretion to amend, modify, or terminate
      this policy, in whole or in part, at any time, including retroactively, through
      issuance of a new or revised policy document, amendment, or other appropriate
      Company action. 

    


    The
      Plan
      Administrator has the exclusive authority to construe and interpret the terms
      of
      the Plan and to make all decisions on benefit claims 

    


    Service
      of process may be made on the Plan Administrator or on the Company’s Legal
      Department at the Plan Sponsor’s address.

    


    STATEMENT
      OF ERISA RIGHTS

    


    As
      a
      participant in the CBRL Group, Inc. Severance Benefit Policy (“plan”) you are
      entitled to certain rights and protections under the Employee Retirement Income
      Security Act of 1974 (“ERISA”). ERISA provides that all plan participants shall
      be entitled to:

    


    Receive
      Information About Your Plan and Benefits

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Examine,
      without charge, at the plan administrator’s office and at other specified
      locations, such as work sites, all plan documents, including, copies of the
      latest annual report (Form 5500 Series), if any, filed by the plan with the
      U.S.
      Department of Labor, and available at the Public Disclosure Room of the Pension
      and Welfare Benefits Administration.

    


    Obtain,
      upon written request to the plan administrator, copies of all plan documents
      governing the operations of the plan including copies of the latest annual
      report (Form 5500 Series), if any and updated summary plan description. The
      plan
      administrator may make a reasonable charge for the copies.

    


    Receive
      a
      summary of the plan’s annual financial report. The plan administrator is
      required by law to furnish each participant with a copy of this summary annual
      report.

    


    Prudent
      Action by Plan Fiduciaries

    


    In
      addition to creating rights for plan participants, ERISA imposes duties upon
      the
      people who are responsible for the operation of the employee benefit plan.
      The
      people who operate your plan, called ‘fiduciaries’ of the plan, have a duty to
      do so prudently and in the interest of you and other plan participants and
      beneficiaries. No one, including your employer or any other person, may fire
      you
      or otherwise discriminate against you in any way to prevent you from obtaining
      a
      welfare benefit or exercising your rights under ERISA.

    


    Enforce
      Your Rights

    


    If
      your
      claim for a welfare benefit is denied in whole or in part you must receive
      a
      written explanation of the reason for the denial. You have the right to have
      the
      plan review and reconsider your claim. Under ERISA, there are steps you can
      take
      to enforce the above rights. For instance, if you request materials from the
      plan and do not receive them within 30 days, you may file suit in a federal
      court. In such a case, the court may require the plan administrator to provide
      the materials and pay you up to $110 a day until you receive the materials,
      unless the materials were not sent because of reasons beyond the control of
      the
      administrator. If you have a claim for benefits which is denied or ignored,
      in
      whole or in part, you may file suit in a state or federal court. If it should
      happen that plan fiduciaries misuse the plan’s money, or if you are
      discriminated against for asserting your rights, you may seek assistance from
      the U.S. Department of Labor, or you may file suit in a state or federal court.
      The court will decide who should pay court costs and legal feels. If you are
      successful the court may order the person you have sued to pay these costs
      and
      fees. If you lose, the court may order you to pay these costs and fees, for
      example, if it finds your claim is frivolous. 

    


    Assistance
      with Your Questions

    


    If
      you
      have any questions about the plan you should contact the plan administrator.
      If
      you have any questions about this statement or about your rights under ERISA,
      or
      if you need assistance in obtaining documents from the plan administrator you
      should contact the nearest office of the Pension and Welfare Benefits
      Administration, U.S. Department of Labor, listed in your telephone directory
      or
      the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits
      Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.
      Washington, D.C. 20210. You may also obtain certain publications about your
      rights and responsibilities under ERISA by calling the publications hotline
      of
      the Pension and Welfare Benefits Administration.