exhibit101.htm


     

    EXHIBIT 10.1


    CBRL
GROUP, INC.

    and

    SUBSIDIARIES

     

    FY
2009 Annual
Bonus 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 2009 Annual Bonus Plan (the "ABP").

    


    1.2           Plan
Purpose.  The purpose of this ABP is to specify appropriate
opportunities to earn a bonus with respect to the Company’s 2009 fiscal year (an
“Annual Bonus”) in order to reward officers of the Company and of its
subsidiaries for the Company's financial performance during fiscal year 2009 and
to further align their interests with those of the shareholders of the
Company.

    


    1.3           ABP Subject to Omnibus
Plan.    This ABP is established pursuant to, and it
comprises a part of the Omnibus Plan. Accordingly, all of the terms of the
Omnibus Plan are incorporated in this ABP by reference as if included
verbatim.  In case of a conflict between the terms and conditions of
the ABP 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 ABP 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 ABP, whenever used in this ABP, the following terms
have the meanings set forth below:

    
    

     

    
      	 	(a) 	“2009 Operating
      Income” means, operating income during the 2009 fiscal year, excluding
      extraordinary gains or losses and the effects of any sale of assets (other
      than 
	 	 	in
      the ordinary course of business).
	 	 	 
	 	(b)	“2009 Plan Income”
      means the Company’s operating income as set forth in the 2009 annual plan
      approved by the Board of Directors within the first 90 days of the
    
	 	 	 Performance
      Period.
	 	 	 
	 	(c) 	“Maximum
      Performance Income” means a multiple of 2009 Plan Income approved by the
      Board of Directors within the first 90 days of the Performance
      Period.
	 	 	 
	 	(d)	"Performance Period”
      means the Company's 2009 fiscal year.
	 	 	 
	 	(e)	"Qualified
      Performance Factor" is that number ranging from 30% to 200% determined by
      reference to a degree of achievement of 2009 Plan Income, ranging from
      
	 	 	
              Threshold
      Income to Maximum Performance Income approved by the Board of Directors
      within the first 90 days of the Performance Period.

            
	 	 	 
	 	(f)	“Target Bonus” means
      an Award equal to a percentage of a Participant's applicable annual base
      salary established within the first 90 days of the Performance
  
	 	 	Period or, in the
      case of new hires or Participants who are promoted, established at the
      time of hiring or promotion and the portion of fiscal year 2009 for which
      the 
	 	 	salary is
      applicable, consistent with those established for the same or similar
      position by the Committee within the first 90 days of the Performance
      Period.
	 	 	 
	 	
              (g)  

            	"Threshold Income"
      means a multiple of 2009 Plan Income approved by the Board of Directors
      within the first 90 days of the Performance
Period.


    

    
 

     

    ARTICLE
III

    Eligibility;
Calculation and Payment of Awards

    


    3.1           Eligibility.  The
Participants in the ABP shall be those persons designated by the Committee
during the first 90 days of the Company's 2009 fiscal year, and those hired or
promoted during the fiscal year and at that time designated as Participants by
the Committee.

    


    3.2           Calculation and Payment of
Awards.  After the close of the Performance Period, the
Committee shall certify in writing the achievement of the applicable Qualified
Performance Factor and the amounts of any Annual Bonus payable to each
Participant under the applicable formula and standards.  The Annual
Bonus due any Participant shall be calculated by multiplying the Qualified
Performance Factor by the Target Bonus.  No Annual Bonus shall be paid
if 2009 operating Income is less than Threshold Income and the maximum bonus is
achieved at Maximum Performance Income.  Any Annual Bonus due shall be
paid within a reasonable time after certification of the achievement of the
Qualified Performance Factor by the Committee.

    


    


    ARTICLE
IV

    Termination
of Employment

    


    4.1           Termination of
Employment.  Except upon death or disability, if, prior to the
certification of the Award as set forth in Section 3.2, a Participant’s
employment is terminated or the Participant voluntarily resigns, all of the
Participant’s rights to an Annual Bonus shall be forfeited.  If a
Participant’s employment is terminated because of a Participant's death or
disability, the Annual Bonus shall be reduced to reflect only the period of
employment prior to termination.  The adjusted Award shall be based
upon the number of days of employment during the Performance
Period.  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 3.2.