exv10w2






Exhibit 10.2




CRACKER BARREL OLD COUNTRY STORE, INC.

and

SUBSIDIARIES




FY 2012 Long-Term Performance Plan




ARTICLE I

General



     1.1 Establishment of the Plan. Pursuant to the Cracker Barrel Old Country Store, Inc.
2010 Omnibus Stock and Incentive Plan (the “Omnibus Plan”), the Compensation Committee (the
“Committee”) of the Board of Directors of Cracker Barrel Old Country Store, Inc. (the “Company”)
hereby establishes this FY 2012 Long-Term Performance Plan (the “LTPP”).



     1.2 Plan Purpose. The purposes of this LTPP are to reward officers of the Company and
its subsidiaries for the Company’s financial performance during fiscal years 2012 and 2013 and to
retain them during this time, 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 LTPP Subject to Omnibus Plan. This LTPP 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 LTPP by reference as if included verbatim. In case of a conflict
between the terms and conditions of the LTPP 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 LTPP without definition
have the meanings ascribed to them in the Omnibus Plan, unless otherwise expressly provided.



     2.2 Other Definitions. In addition to those terms defined in the Omnibus Plan and
elsewhere in this LTPP, whenever used in this LTPP, the following terms have the meanings set forth
below:



     (a) “2012 and 2013 Operating Income” means total operating income during the 2012 and 2013
fiscal years, as calculated consistent with past practice and presented in the audited financial
statements, subject to adjustment as follows: excluding (i) extraordinary gains or losses and the
effects of any sale of assets (other than in the ordinary course of business), (ii) the effects of
any changes in accounting principles, (iii) the effects of any charges or expenses related to
extraordinary, non-operational charges or expenses relating to stockholder demands, inquiries or
events and related governance



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and other responses, and (iv) the effects of charges or expenses related to the Company’s
organizational restructuring.




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



     (c) “Distribution Date” means the first business day of the Company’s 2013 fiscal year.



     (d) “Eligible Award” means an Award of either cash or shares of Common Stock (“Performance
Shares”) as provided in this LTPP established for each Participant within the first 90 days of the
Performance Period.



     (e) “Performance Award” means that number Performance Shares or that amount of cash to be
awarded to a Participant after the Committee determines that the Performance Goal has been achieved
and exercised its discretion n determining whether to pay the Eligible Award or some other number
or amount, as the case may be.



     (f) “Performance Goal” means achievement of 2012 and 2013 Operating Income during the
Performance Period in an amount equal to or greater than an amount established by the Committee
within the first 90 days of the Performance Period.



     (g) “Performance Period” means the Company’s 2012 and 2013 fiscal years.



     (h) “Retirement” (or the correlative “Retire” or “Retires”) means the voluntary termination of
employment by a Participant in good standing under this LTPP at a time when the Participant meets
the definition of Retirement Eligible.



     (i) “Retirement Eligible” means that a Participant:




	 	1.	 	shall have achieved the age of 60 and






	 	2.	 	has five (5) or more years of service with the Company, its
predecessors or subsidiaries and






	 	3.	 	provides at least 60 days notice prior to the intended
retirement date.





ARTICLE III

Eligibility and Participation; Awards




     3.1 Plan Eligibility. The Participants in the LTPP shall be those persons designated
by the Committee during the first 90 days of the Performance Period 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 second fiscal quarter of the Company’s 2013
fiscal year.



     3.2 Award Eligibility. If the Performance Goal is achieved, each Participant shall
be eligible to receive his or her Eligible Award. Each Performance Award, however, shall, subject
to Section 3.4, be determined by the Committee based upon such measures, if any, that the
Committee in its discretion shall employ.



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     3.3 Calculation and Payment of Awards. After the close of the Performance Period, the
Committee shall certify in writing the achievement of the Performance Goal and the number or
amount, as the case may be, of any Performance Award that will become payable or distributable, as
the case may be, to each Participant. No Performance Award shall be paid to any Covered Employee
if the Performance Goal is not achieved. Any Performance Award awarded by the Committee shall be
paid or distributed, as the case may be, on the Distribution Date. The Performance Shares
comprising each LTPP Award shall thereafter be distributed, subject to forfeiture or lapse as
provided in this LTPP, to each Participant promptly following the Distribution Date.



     3.4 Committee Discretion; Limit on Awards. The Committee shall have the discretion
to establish the amount of any Performance Award payable to any Participant, except that the
Performance Award of any Covered Employee shall not exceed either his or her Eligible Award or
any limits prescribed by the Omnibus Plan including, without limitation, the Section 162(m) Cash
Maximum.



     3.5 Restrictions. Notwithstanding that the Performance Shares comprising any
LTPP Award hereunder may be earned at the end of the Performance Period, those Performance
Shares shall not vest or otherwise become distributable to a Participant, nor, except as
expressly provided herein, shall a Participant have any of the rights of a shareholder of
the Company with respect to the Performance Shares, until the Distribution Date.



ARTICLE IV

Termination of Employment




     4.1 Termination of Employment Other Than For Cause.



     (a) If, prior to the end of the Performance Period, a Participant’s employment is terminated
because of death, disability or Retirement, any Eligible Award shall be reduced to reflect only
employment prior to that termination. The reduced Eligible 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
Performance Award shall be paid on the same schedule set forth in Section 3.3.



     (b) If, after the end of the Performance Period but prior to the Distribution Date, a
Participant Retires or a Participant’s employment is terminated because of death or disability, any
LTPP Award earned as of the end of the Performance Period shall be payable at the time specified in
Section 3.3.



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     4.2 Termination of Employment For Cause or Voluntary Resignation. If, prior to the
Distribution 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 (as
provided in Section 4.1(a) or 4.1(b)) or disability), all of the Participant’s rights hereunder
shall be forfeited.



ARTICLE V

Change in Control




     5.1 Effect of Change in Control. In the event of a Change in Control prior to the end
of the Performance Period, (i), the Performance Goal shall be deemed to have been met if the
Company’s 2012 Operating Income through the end of the fiscal month preceding the Change in Control
equals or exceeds 50% of the Company’s operating income for the comparable period in the 2011
fiscal year, and (ii) all Performance Awards established by the Committee shall be immediately
payable in cash to Participants upon the date of the Change of Control.




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