##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
  þ
    
    Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 30, 2006
 or
 o
    
    Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission file number 1-12104
 BACK YARD BURGERS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    64-0737163
(IRS employer
identification no.)1657 N. Shelby Oaks Drive, Suite 105Memphis, Tennessee
(Address of principal executive offices)
    
    38134-7401
(Zip code)
 (901) 367-0888
 Securities registered pursuant to Section 12(b) of the Act
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $.01 par value
    
    NASDAQ Capital Market
 Securities registered pursuant to Section 12(g) of the Act
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-23.1 CONSENT  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO    Table of Contents  EXPLANATORY NOTE
   2




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Director
    
    Year TermName
    
    Age
    
    Principal Occupation During Past 5 Years
    
    Since
    
    Will ExpireDane C. Andreeff
    
    
    41
    
    
    Dane C. Andreeff has been the managing
member of Andreeff Equity Advisors,
LLC, a private investment firm, since
its founding in 1996.
    
    
    2006
    
    
    
    2007William B. Raiford,
III
    
    
    46
    
    
    Mr. Raiford has been an attorney with
Merkel & Cocke, P.A. since 1989.
    
    
    1993
    
    
    
    2007W. Kurt Henke
    
    
    49
    
    
    Mr. Henke has been an attorney with
Henke-Bufkin, P.A., since 1992.
    
    
    1993
    
    
    
    2008Gina A. Balducci
    
    
    45
    
    
    Gina A. Balducci has been a certified
public accountant with W.L. Walters,
CPAs since 1985.
    
    
    2006
    
    
    
    2008Lattimore M. Michael
    
    
    63
    
    
    Mr. Michael has been Chairman and Chief
Executive Officer of the Company since
1993. From 1987 to 1992, he was the
Companys President and Chief Executive
Officer.
    
    
    1987
    
    
    
    2009Joseph L. Weiss
    
    
    47
    
    
    Mr. Weiss is Interim Chief Operating
Officer of the Company. From 1993 to
1999, he was President and Chief
Operating Officer of the Company.
    
    
    1989
    
    
    
    2009Jim L. Peterson
    
    
    71
    
    
    Mr. Peterson is the Chairman and Chief
Executive Officer of J. P. Family
Restaurants Holding Company. He is
also the Chairman Emeritus for
Bojangles Restaurants, Inc., and past
Chairman of Apigent Solutions. From
1994 to 1999, he was Chairman,
President and Chief Executive Officer
of Bojangles Restaurants, Inc. Prior
to joining Bojangles, he was President
and Chief Executive Officer for
Whataburger, Inc. for 20 years.
    
    
    2000
    
    
    
    2009
  Michael G. Webb
 Section 16(a) Beneficial Ownership Reporting Compliance
  Governance Initiatives
  3




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ITEM 11. EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 General
  Objectives of Compensation Program
  
 4




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
 
  Role of Executive Officers in Compensation Decisions
  Executive Compensation Components for 2006
  Base Salary
 General Cash Bonuses.
 Stock Options
 5




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Other Benefits
 Chairman and Chief Executive Officer Compensation
   6




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Employment Agreement with Chairman and Chief Executive Officer
  Post Employment Agreements
     7




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Section 162(m)
   Summary Compensation TableChange inPension ValueandNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    

Compensation
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)(3)
    
    ($)
    
    ($)
    
    ($)

    
    ($)Lattimore M. Michael,
 Chairman
and Chief Executive
Officer
    
    
    2006
    
    
    
    157,113
    
    
    
    
    
    
    
    
    
    23,225
    
    
    
    
    
    
    20,360
    (1)
    
    
    200,698Michael W. Myers,
President and Chief
Operating Officer (4)
    
    
    2006
    
    
    
    44,936
    
    
    
    13,825
    
    
    
    
    
    2,511
    
    
    
    
    
    
    1,366
    (2)
    
    
    62,638Joseph L. Weiss,
Interim Chief
Operating Officer (5)
    
    
    2006
    
    
    
    151,071
    
    
    
    
    

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,071Michael G. Webb,
Executive Vice
President and Chief
Financial Officer
    
    
    2006
    
    
    
    161,762
    
    
    
    27,500
    
    
    
    
    
    23,225
    
    
    
    
    
    
    
    
    
    
    212,487
 
 (1)
    
    The amount indicated for Mr. Michael includes $10,428 for an automobile allowance, $6,180 for
long-term disability insurance and $3,752 for life insurance.(2)
    
    The amount indicated for Mr. Myers is for life insurance.(3)
    
    The value of stock option awards shown in this column include
all amounts expensed in the Companys financial statements in
2006 for equity awards pursuant to SFAS 123R, and includes awards
made in 2005 and prior years. There were no stock option awards made
to directors during 2006. The Companys accounting treatment for
equity awards is set forth in Note 1 of the notes to the
Companys 2006 consolidated financial statements. There were no option awards repriced in 2006; however, there were three option awards
re-priced in 2007 as described in Note 3 8




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##### Table of Contents



of the Notes to the Consolidated Financial
Statements, but the re-pricing of these options did not result in any incremental fair value
for these options.(4)
    
    Michael W. Myers resigned from his position as President and COO of the Company effective
February 26, 2006. The compensation information above excludes payments made pursuant to his
Severance Agreement described in the Post Employment Agreements section of this
disclosure.(5)
    
    Mr. Weiss has been serving as the Companys Interim COO since February 26, 2006.
Option grants are related to his service as a member of the Board and
have therefor been excluded from the amounts reported in the table. Stock option compensation for Mr. Weiss is included in the
Director Compensation Table as the outstanding options were awarded for service as a director
of the Company.   Option Awards
    
    Stock AwardsEquityIncentiveEquity
    
    PlanIncentive
    
    Awards:Plan
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Unearned
    
    UnearnedNumber of
    
    Number of
    
    Awards:
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Shares or
    
    Shares,Securities
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Units or
    
    Units, orUnderlying
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Other
    
    OtherUnexercised
    
    Unexercised
    
    Underlying
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights ThatOptions -
    
    Options -
    
    Unexercised
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have notExercisable
    
    Unexercisable
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    (#)
    
    (#)
    
    (#)
    
    ($)
    
    Date
    
    ($)
    
    (#)
    
    (#)
    
    ($)Lattimore M. Michael
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    $
    1.375
    
    
    
    4/2/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    $
    1.232
    
    
    
    1/1/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    $
    8.420
    
    
    
    1/1/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    
    
    
    $
    3.900
    
    
    
    1/1/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    $
    6.239
    
    
    
    1/1/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,725
    
    
    
    5,775
    (1)
    
    
    
    
    
    $
    5.000
    
    
    
    8/12/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael W. Myers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joseph L. Weiss
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    $
    11.140
    
    
    
    5/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    $
    3.900
    
    
    
    1/1/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    $
    6.239
    
    
    
    1/1/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    $
    5.000
    
    
    
    1/1/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael G. Webb
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    $
    7.650
    
    
    
    1/1/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,600
    
    
    
    
    
    
    
    
    
    
    $
    3.900
    
    
    
    1/1/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    
    
    
    
    
    
    
    $
    6.239
    
    
    
    1/1/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,725
    
    
    
    5,775
    (1)
    
    
    
    
    
    $
    5.000
    
    
    
    8/12/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The option was granted on August 12, 2005. Assuming continued employment with the Company,
the remaining shares under the option agreement will become exercisable on August 12, 2007. 9




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Aggregated Option Exercises in Last Fiscal Year and Stock Vested
 Option Awards
    
    Stock AwardsNumber ofNumber of Shares
    
    
    
    
    
    SharesAcquired on
    
    Value Realized
    
    Acquired on
    
    Value RealizedExercise
    
    on Exercise
    
    Vesting
    
    on VestingName
    
    (#)
    
    ($)(1)
    
    (#)
    
    ($)Lattimore M. Michael
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael W. Myers
    
    
    100,000
    
    
    
    231,540
    
    
    
    
    
    
    
    Joseph L. Weiss
    
    
    2,500
    
    
    
    6,850
    
    
    
    
    
    
    
    Michael G. Webb
    
    
    49,400
    
    
    
    156,468
    
    
    
    
    
    
    
    
 
 (1)
    
    The dollar amount shown represents the product of the number
of shares purchased upon
exercise of the related options times the difference of the average of the high and low sales
prices reported on December 29, 2006 ($5.26) and the weighted average purchase price per share
payable upon such exercise. Stock Option Amendment Agreements with Certain Named Executive Officers
   Compensation Committee Interlocks and Insider Participation
  10




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Compensation Committee Report
  
 Director Compensation
    DIRECTOR COMPENSATION TABLE
 Change inPension ValueandFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Deferredor Paid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherCash
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Jim L. Peterson
    
    
    35,500
    
    
    
    
    
    
    
    2,110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,610Gina A. Balducci
    
    
    24,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,500Dane C. Andreeff
    
    
    13,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,000W. Kurt Henke
    
    
    32,000
    
    
    
    
    
    
    
    2,110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,110William B. Raiford,
III
    
    
    36,500
    
    
    
    
    
    
    
    2,110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,610Lattimore M.
Michael (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joseph L. Weiss
    
    
    27,000
    
    
    
    
    
    
    
    2,110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,110
 
 (1)
    
    The value of stock option awards shown in this column includes all amounts expensed in the
Companys financial statements in 2006 for equity awards pursuant to SFAS 123R, and includes
awards made in 2005 and prior years There were no stock option awards made to directors
during 2006. The Companys accounting treatment for equity awards is set forth in Note 1 of
the notes to the Companys 2006 consolidated financial statements.The aggregate number of options outstanding for each director as of December 30, 2006, is
as follows: Jim L. Peterson (80,000), W. Kurt Henke (20,000), William B. Raiford, III (20,000),
Lattimore M. Michael (115,000), and Joseph L. Weiss (20,000). Gina A. Balducci and Dane C.
Andreeff did not have any stock options outstanding as March 1, 2007. 11




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(2)
    
    Mr. Michael is an employee director and does not receive additional fees for service as a
member of the Board; the stock option award was part of the individuals compensation package
as an employee and is included with the employee compensation information on page 29. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  Amount & Nature ofBeneficial Ownership ofName and Address (2)
    
    Common Stock (3)(4)
    
    Percent of ClassBBAC, LLC
    
    
    435,404
    (1)
    
    
    8.8
    %Lattimore M. Michael
    
    
    587,048
    (5)
    
    
    10.8
    %Joseph L. Weiss
    
    
    492,854
    (6)
    
    
    9.1
    %Jim L. Peterson
    
    
    85,000
    (7)
    
    
    1.6
    %W. Kurt Henke
    
    
    27,500
    (7)
    
    
    *William B. Raiford, III
    
    
    30,500
    (7)
    
    
    *Dane C. Andreeff
    
    
    384,092
    (8)
    
    
    7.1
    %Gina A. Balducci
    
    
    
    
    
    
    *Michael G. Webb
    
    
    62,125
    (7)
    
    
    1.1
    %Barnett Chiz
    
    
    249,950
    (9)
    
    
    4.6
    %Estate of Lawrence Chiz
    
    
    249,950
    (9)
    
    
    4.6
    %All Executive Officers &
Directors (8 persons)
    
    
    1,669,119
    
    
    
    30.7
    %
 
 *
    
    Less than 1%(1)
    
    Based upon information contained in Schedule 13D/A filed by BBAC, LLC, a Delaware limited
liability company (BBAC) on December 7, 2006, it has shared voting and investment power with
respect to 435,404 shares. Such Schedule 13D/A was filed jointly by BBAC, Cherokee Advisors,
LLC, a Georgia limited liability company (Cherokee), and Mr. Reid M. Zeising, Chairman of
the Board of Managers of BBAC and Managing Member of Cherokee.(2)
    
    Per Schedule 13D filed by BBAC on June 5, 2006, the business address of each of BBAC,
Cherokee and Mr. Zeising is 3060 Peachtree Road, Suite 1410, Atlanta, GA 30305. The address
of Mr. Michael and Mr. Webb is c/o Back Yard Burgers, Inc., 1657 N. Shelby Oaks Drive Suite
105, Memphis, TN 38134-7401. The address of Mr. Weiss is P. O. Box 996, Collierville, TN
38027. The address of Mr. Peterson is P.O. Box 1338, Goliad, TX 77963. The address of Mr.
Raiford is P. O. Box 1388, Clarksdale, MS 38614. The address of Mr. Henke is P. O. Box 39,
Clarksdale, MS 38614. The address of Mr. Andreeff is 450 Laurel Street, Suite 2105, Baton
Rouge, LA 70801. The address of Ms. Balducci is 143 Byrd Cove, Clarksdale, MS 38614. The
address of Mr. Barnett Chiz and the Estate of Mr. Lawrence Chiz is P. O. Box 466, Shaw, MS.(3)
    
    Unless otherwise noted, the Company believes that all persons named in the table have sole
voting and investment power with respect to the shares of common stock. None of said persons
set forth above owns any shares of preferred stock.(4)
    
    A person is deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days upon the exercise of options. Each beneficial owners percentage
ownership is determined by assuming that options that are held by such person (but not those
held by any other person) and which are exercisable within 60 days from March 1, 2007, have
been exercised (includes shares exercisable pursuant to incentive stock options that have been
granted to certain executive officers of the Company as of March 1, 2007).(5)
    
    Includes 109,725 stock options granted pursuant to the Companys 1995 Incentive Award Plan
and 2002 Equity Incentive Plan which are exercisable as of or within 60 days from March 1,
2007.(6)
    
    Each of Mr. Weiss two minor children own 9,640 shares of common stock, which are reflected
in the table. The table also includes 20,000 stock options granted pursuant to the Companys
1995 Incentive Award Plan and 2002 Equity Incentive Plan and are exercisable as of or within
60 days after March 1, 2007.(7)
    
    The number shown reflects that portion of stock options granted pursuant to the Companys
Incentive Stock Option Plan of 1993 and the 1995 Incentive Award Plan and 2002 Equity
Incentive Plan which are exercisable as of or within 60 days after March 1, 2007, except that
(i) with respect to Mr. Webb, such amount includes 7,800 shares of common stock held directly
by Mr. Webb (ii) with respect to 12




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Mr. Raiford, such amount includes 10,500 shares of common
stock held directly by Mr. Raiford, (iii) with respect to Mr. Henke, such amount includes
7,500 shares of common stock held directly by Mr. Henke and (iv) with respect to Mr. Peterson,
such amount includes 5,000 shares of common stock held directly by Mr. Peterson.(8)
    
    Mr. Andreeff disclaims beneficial ownership of all of these shares, except to the extent of
his pecuniary interest in them.(9)
    
    Mr. Barnett Chiz and Mr. Lawrence Chiz were brothers. EQUITY COMPENSATION PLAN TABLE
  Number of SecuritiesRemaining Available forNumber of
    
    
    
    
    
    Future Issuance underSecurities to
    
    Weighted-Average
    
    Equity Compensationbe Issued upon Exercise
    
    Exercise Price of
    
    Plans (Excludingof Outstanding Options,
    
    Outstanding Options,
    
    Securities Reflected inWarrants and Rights
    
    Warrants and Rights
    
    Column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity
compensation plans
approved by
security holders
    
    
    351,376
    (1)
    
    $
    4.19
    
    
    
    373,000
    (2)Equity
compensation plans
not approved by
security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    351,376
    
    
    $
    4.19
    
    
    
    373,000
 
 (1)
    
    Includes securities to be issued upon exercise of outstanding options under the Companys
1993 Stock Option Plan, the 1995 Incentive Award Plan and the 2002 Equity Incentive Plan.(2)
    
    Includes securities remaining available for future issuance under the Companys 2002 Equity
Incentive Plan. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Transactions with Related Persons, Promoters and Certain Control Persons
    13




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Directors Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   Year EndedDecember 30, 2006Audit Fees
    
    $
    130,300Audit-Related Fees
    
    $
    25,323Tax Fees
    
    $
    1,495All Other Fees
    
    $
    $
    195,623
  
 PART IV
 
 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(1) Consolidated Financial Statements
  (a)(2) Consolidated Financial Statement Schedules:
  14




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(a)(3) Exhibits
 ExhibitNumber
    
    Description3.1
    
    
    Restated Certificate of Incorporation.(4)3.2
    
    
    Amended and Restated By-Laws.(2)4.1
    
    
    Specimen Common Stock Certificate.(2)10.1
    
    
    Employment Agreement, dated April 15, 1993, between the Registrant and Lattimore M.
Michael.(1)10.2
    
    
    Form of Incentive Stock Option Plan of 1993.(1)10.3
    
    
    Lease, dated February 1, 1990, between Trezevant Properties and the Registrant.(1)10.4
    
    
    Joint Venture Agreement of Lesters Back Yard Burgers Joint Venture I by and among William L.
Lester, Pattie F. Lester, Patricia B. Litow, Elizabeth B. Fox and Back Yard Burgers, Inc.,
dated November 15, 1994.(3)10.5
    
    
    Joint Venture Agreement of Lesters Back Yard Burgers Joint Venture II by and among William
L. Lester, Pattie F. Lester, Patricia B. Litow, Elizabeth B. Fox, Charles B. Fox, David P. Fox
and Back Yard Burgers, Inc., dated November 15,
1994.(3)10.6
    
    
    1995 Employee Stock Purchase Plan of Back Yard Burgers, Inc.(4)10.7
    
    
    The 1995 Incentive Award Plan of Back Yard Burgers, Inc.(4)10.8
    
    
    Joint Venture Agreement of Lesters Back Yard Burgers Joint Venture III by and among Pattie
F. Lester, Patricia B. Litow, Elizabeth B. Fox, Charles B. Fox, David P. Fox, Alexandra B.
Litow, Andrew R. Litow and Back Yard Burgers, Inc., dated September 12, 1995.(4)10.9
    
    
    Capital Contribution Agreement between Back Yard Burgers, Inc. and BYB Properties, Inc. dated
October 10, 1997.(5)10.10
    
    
    Trademark Assignment by Back Yard Burgers, Inc. to BYB Properties, Inc. dated October 10,
1997.(5)10.11
    
    
    Trademark License Agreement between BYB Properties, Inc. and Back Yard Burgers, Inc. dated
October 10, 1997.(5)10.12
    
    
    Revolving Loan Agreement regarding Uncommitted Line of Credit Agreement from BYB Properties,
Inc. to Back Yard Burgers, Inc. dated October 10, 1997.(5)10.13
    
    
    Promissory Note by and between BYB Properties, Inc. and Back Yard Burgers, Inc. dated
October 10, 1997.(5)
 15




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##### Table of Contents



ExhibitNumber
    
    Description10.14
    
    
    Tax Sharing Agreement between BYB Properties, Inc. and Back Yard Burgers, Inc. dated October
10, 1997.(5)10.15
    
    
    Form of Joint Venture Agreement of Lesters Back Yard Burgers Joint Venture IV by and among
William L. Lester, Pattie F. Lester, Alexandra B. Litow, Andrew R. Litow and Back Yard
Burgers, Inc., dated August 28, 1998.(6)10.16
    
    
    Lease agreement by and between Belz Devco, L.P. and Back Yard Burgers, Inc. dated November
12, 1999. (7)10.17
    
    
    2002 Equity Incentive Plan of Back Yard Burgers, Inc. (8)10.18
    
    
    Loan agreement by and between First Tennessee Bank and Back Yard Burgers, Inc. dated
February 11, 2003.(9)10.19
    
    
    Lease agreement by and between Batesville Back Yard Properties, LLC and Back Yard Burgers,
Inc. dated May 1, 2002. (10)10.20
    
    
    Severance Agreement, dated October 11, 2004, between the Registrant and Lattimore M.
Michael. (11)10.21
    
    
    Separation Agreement by and between Back Yard Burgers, Inc. and William N. Griffith dated
January 7, 2005.(12)10.22
    
    
    Consulting Services Agreement by and between Back Yard Burgers, Inc. and William N. Griffith
dated January 7, 2005.(12)10.23
    
    
    Amendment to Stock Option Plans and Agreement by and between Back Yard Burgers, Inc. and
William N. Griffith dated January 7, 2005.(12)10.24
    
    
    Franchise Agreement by and between Back Yard Burgers, Inc. and William N. Griffith dated
January 7, 2005.(12)10.25
    
    
    Area Development Agreement by and between Back Yard Burgers, Inc. and William N. Griffith
dated January 7, 2005.(12)10.26
    
    
    Agreement for Purchase and Sale of Assets dated as of the 18th day of
October, 2005 by and among Back Yard Burgers, Inc., Charles L. Rodgers, Tennessee, Southern
Restaurant Development, LLC, and CLR Management, LLC.(13)10.27
    
    
    Loan Agreement dated November 17, 2005 by and among First Tennessee Bank National
Association and Back Yard Burgers, Inc. and its subsidiaries.(14)10.28
    
    
    Form of Secured Promissory Note dated November 17, 2005 in the principal amount of
$6,200,000 payable by Back Yard Burgers, Inc. to First Tennessee Bank National
Association.(14)10.29
    
    
    Separation Agreement and General Release dated February 27, 2006 by and between Michael W.
Myers and Back Yard Burgers, Inc.(15)10.30
    
    
    Employment Agreement dated April 4, 2006 by and between Lattimore M. Michael and Back Yard
Burgers, Inc.(16)10.31
    
    
    Retention and Change in Control Agreement dated October 9, 2006 by and between Michael G.
Webb and Back Yard Burgers, Inc.(17)21
    
    
    Subsidiaries of the Registrant.(17)23.1*
    
    
    Consents of Independent Registered Public Accounting Firms
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##### Table of Contents



ExhibitNumber
    
    Description31.1*
    
    
    Certification by the Chief Executive Officer.31.2*
    
    
    Certification by the Chief Financial Officer.32.1*
    
    
    Certification by the Chief Executive Officer.32.2*
    
    
    Certification by the Chief Financial Officer.
 
 *
    
    Filed herewith.(1)
    
    Previously filed with the Securities and Exchange Commission (the Commission) as an Exhibit
to the Registrants Form SB-2 on April 20, 1993 (File No. 33-61356).(2)
    
    Previously filed with the Commission as an Exhibit to the Registrants Amendment No. 2 to
Form SB-2 on June 25, 1993 (File No. 33-61356).(3)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-K, dated
December 31, 1994 and filed on March 31, 1995.(4)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-QSB, dated
September 30, 1995 and filed on November 14, 1995.(5)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-K, dated
January 3, 1998 and filed on April 3, 1998.(6)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-QSB dated
October 3, 1998 and filed on November 17, 1998.(7)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-K dated
January 1, 2000 and filed on March 31, 2000.(8)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-K dated
December 29, 2001 and filed on March 28, 2002.(9)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-Q dated March
29, 2003 and filed on May 13, 2003.(10)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-K dated
January 3, 2004 and filed on April 2, 2004.(11)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-Q dated
October 2, 2004 and filed on November 16, 2004.(12)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-K dated
January 1, 2005 and filed on April 18, 2005.(13)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 8-K filed on
October 24, 2005.(14)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 8-K filed on
November 18, 2005.(15)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 8-K filed on
February 28, 2006.(16)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 8-K filed on
April 4, 2006.(17)
    
    Previously filed with the Commission as an Exhibit to the Registrants Form 10-K filed on
April 16, 2007. 
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##### Table of Contents



SIGNATURES
  BACK YARD BURGERS, INC.By:
    
    /s/ Lattimore M. MichaelLattimore M. Michael, Chairman
and Chief Executive OfficerDate:
    
    April 27, 2007
  Signature
    
    Title
    
    Date/s/ Lattimore M. Michael

Lattimore M. Michael
    
    Chairman of the Board and
Chief Executive Officer
    
    April 27, 2007/s/ Joseph L. Weiss

Joseph L. Weiss
    
    Chief Operating Officer
and Director
    
    April 27, 2007/s/ Michael G. Webb

Michael G. Webb
    
    Chief Financial Officer
    
    April 27, 2007/s/ W. Kurt Henke
    
    Director
    
    April 27, 2007W. Kurt Henke/s/ Jim L. Peterson

Jim Peterson
    
    Director
    
    April 27, 2007/s/ William B. Raiford, III

William B. Raiford, III
    
    Director
    
    April 27, 2007/s/ Gina A. Balducci

Gina A. Balducci
    
    Director
    
    April 27, 2007/s/ Dane C. Andreeff
    
    Director
    
    April 27, 2007Dane C. Andreeff
 18