exhibit102.htm


    Exhibit 10.2


    

      EMPLOYMENT
AGREEMENT

      


      THIS
EMPLOYMENT AGREEMENT (“Agreement”), effective as of October 30, 2008 (“Effective
Date”), is made and entered into by and between CBRL GROUP, INC. (the
“Company”) and MICHAEL A.
WOODHOUSE (“Executive”).

      


      W I T N E S S E T
H:

      


      WHEREAS, Executive currently
is serving as the Chairman, President and Chief Executive Officer of the Company
pursuant to an employment agreement dated as of August 1, 2005 (the “Prior
Employment Agreement”); and

      


      WHEREAS, the Prior Employment
Agreement currently expires on August 31, 2009; and

      


      WHEREAS, the Company's Board
of Directors (the “Board”) recognizes that the Executive's contribution to the
growth and success of the Company during prior years has been substantial and
the Board now desires, and deems it to be in the best interests of the Company
and its shareholders, to provide for the continued employment of the Executive
and to make certain changes in the Executive's employment arrangements with the
Company which the Board has determined will reinforce and encourage the
Executive's continued attention and dedication to the future of the Company;
and

      


      WHEREAS, the Executive is
willing to commit himself to continue to serve the Company on the specified
terms and conditions; and

      


      WHEREAS, in order to effect
the foregoing purposes and to terminate the Prior Employment Agreement as of the
Effective Date, the Company and the Executive wish to enter into this employment
agreement on the terms and conditions set forth below;

      


      NOW, THEREFORE, for and in
consideration of the premises, the mutual promises, covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

      


      1.    EMPLOYMENT.

      


      Subject to the terms and conditions of
this Agreement, the Company hereby employs Executive as its Chief Executive
Officer.   During the term of this Agreement, subject to Section
3.1, Executive also shall serve as either the Company's Chairman or
President.

      


      2.           DURATION OF
AGREEMENT.   

       

      
        2.1    Term.  This employment shall
begin as of the Effective Date, and shall continue until it terminates pursuant
to this Agreement.  Unless extended pursuant to Section 2.2.1 or
Section 2.2.2, or earlier terminated pursuant to Sections 5, 6, 7, 8, 9 or 10,
this Agreement will 

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

        automatically
terminate on October 31, 2011.  The specified period during which this
Agreement is in effect is the “Term.”

         

      

      
        
          	
                  2.2

                	 	Extensions of
  Term.


           

          	
                  2.2.1

                	
                   

                	
                  By
      Agreement.  The Term may be extended to a specified
      future date at any time by the specific written agreement of the parties
      signed prior to the original expiration date specified in Section 2.1, or
      any subsequent expiration date established pursuant to this Section 2.2.1
      or Section 2.2.2.

                


        

      

      


      
        
          	
                  2.2.2

                	
                   

                	
                  Extension Because of
      Change in Control.  In the event of a Change in Control
      (as hereinafter defined) of the Company prior to October 31, 2011, the
      Term shall automatically be extended through October 31, 2012, at which
      time this Agreement shall automatically terminate, and, following such
      Change in Control, Executive shall be entitled to exercise the rights and
      receive the benefits of this Agreement that are described in Section
      10.  For purposes of this Agreement, a “Change in
      Control” of  the Company shall mean a change in control of a
      nature that would be required to be reported in response to Item 5.01 of
      Current Report on Form 8-K promulgated under the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”); provided, however, that, without
      limitation, such a Change in Control shall be deemed to have occurred if
      during the Term: (a) any “person” (as such term is used in Sections 13(d)
      and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      securities of the Company representing more than thirty-five percent (35%)
      of the combined voting power of the Company's then outstanding voting
      securities unless that acquisition was approved or ratified by a vote of
      at least 2/3 of the members of the Board in office immediately prior to
      the acquisition; or (b) all or substantially all of the assets of the
      Company are sold, exchanged or otherwise transferred (other than to secure
      debt owed by the Company); or (c) the Company's shareholders approve a
      plan of liquidation or dissolution; or (d) individuals who at the
      beginning of the Term constitute members of the Board of Company cease for
      any reason other than at the request or with the concurrence of the
      Executive to constitute a majority thereof unless the election, or the
      nomination for election by the Company's shareholders, of each new
      director was approved by a vote of at least a majority of the directors
      then still in office who were directors at the beginning of the
      Term.

                


        

      

       

      
      

      3.    POSITION AND
DUTIES.

       

      3.1    Position.  Subject to the
remaining conditions of this Section 3.1, Executive shall serve as the Company's
Chairman of the Board and Chief Executive Officer.  Executive shall
report to the Board and perform such duties and responsibilities as may be
prescribed from time-to-time by the Board, which shall be consistent with the
responsibilities of similarly situated executives of comparable companies in
similar lines of business.  So long as Executive is serving as either
Chairman of the Board or Chief Executive Officer, the Company shall nominate
Executive for election as a member of the Board at each meeting of the Company's
shareholders

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       at
which the election of Executive is subject to a vote by the Company's
shareholders and to recommend that the shareholders of the Company vote to elect
Executive as a member of the Board.  From time to time, Executive also
may be designated as President of the Company and to such other offices within
the Company or its subsidiaries as may be necessary or appropriate for the
convenience of the businesses of the Company and its subsidiaries; provided,
however, during the Term, he shall hold the title of either Chairman of the
Board or Chief Executive Officer.

          

      
        
          3.2    Full-Time
Efforts.  Executive shall perform and discharge faithfully,
diligently and to the best of his ability such duties and responsibilities and
shall devote his full-time efforts to the business and affairs of the Company.
Executive agrees to promote the best interests of the Company and to take no
action that in any way damages the public image or reputation of the Company,
its subsidiaries or its affiliates.

           

          3.3    No Interference With
Duties.  Executive shall not (i) engage in any activities, or
render services to or become associated with any other business that in the
reasonable judgment of the Board violates Article 13 of this Agreement; or (ii)
devote time to other activities which would inhibit or otherwise interfere with
the proper performance of his duties, provided, however, that it
shall not be a violation of this Agreement for Executive to (i) devote
reasonable periods of time to charitable and community activities and industry
or professional activities, or (ii) manage personal business interests and
investments, so long as such activities do not interfere with the performance of
Executive’s responsibilities under this Agreement.  Executive may,
with the prior approval of the Board (or applicable committee), serve on the
boards of directors (or other governing body) of other for profit corporations
or entities, consistent with this Agreement and the Company's policies.

           

          3.4    Work Standard.  Executive
hereby agrees that he shall at all times comply with and abide by all terms and
conditions set forth in this Agreement, and all applicable work policies,
procedures and rules as may be issued by Company.  Executive also
agrees that he shall comply with all federal, state and local statutes,
regulations and public ordinances governing the performance of his duties
hereunder.

        

      

       

      4.    COMPENSATION AND
BENEFITS.

       

      
        4.1    Base
Salary.  Subject to the terms and conditions set forth in this
Agreement, the Company shall pay Executive, and Executive shall accept, an
annual salary (“Base Salary”) in the amount of One Million and No/100 Dollars
($1,000,000).  The Base Salary shall be paid in accordance with the
Company’s normal payroll practices and may be increased from time to time at the
sole discretion of the Board.

         

      

      
        4.2    Incentive, Savings and Retirement
Plans.  During the Term, Executive shall be entitled to
participate in all incentive (including, without limitation, long term incentive
plans), savings and retirement plans, practices, policies and programs
applicable generally to senior executive officers of the Company (“Peer
Executives”), and on the same basis as such Peer Executives, except as to
benefits that are specifically applicable to Executive pursuant to this


         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        Agreement.  Without
limiting the foregoing, the following provisions shall apply with respect to
Executive:

      

      
        
        

         

      

      
        
          	
                  4.2.1

                	
                   

                	
                  Incentive
      Bonus.  Executive shall be entitled to an annual bonus,
      the amount of which shall be determined by the Compensation and Stock
      Option Committee of the Board (the "Committee").  The amount of
      and performance criteria with respect to any such bonus in any year shall
      be determined not later than the date or time prescribed by Treas. Reg. §
      1.162-27(e) (“Section 162(m)”) in accordance with a formula to be agreed
      upon by the Company and Executive and approved by the Committee that
      reflects the financial and other performance of the Company and the
      Executive's contributions thereto.  Throughout the Term, the
      Executive's annual target (subject to such performance and other criteria
      as may be established by the Committee) bonus shall be no less than one
      hundred twenty-five percent (125%) of the Base
  Salary.

                


        

      

      


      
        
          	
                  4.2.2

                	
                   

                	
                  Long Term Incentive
      Plan.  The Company’s 2009 Long-Term Incentive Plan (the
      “LTI”), a two-year plan covering fiscal years 2009 and 2010 has been
      previously established; however any options to purchase shares of the
      Company’s common stock that are granted to the Executive during calendar
      year 2009 under the LTI shall vest ratably in two annual
      installments.  With respect to any long term incentive plan
      established by the Company that covers
      fiscal year 2011, the Executive’s target percentage under such a plan
      shall be 250% unless it is reduced as part of an across-the-board
      decrease in target bonuses affecting other Peer Executives and any options
      granted under such plan shall vest one year from the date of grant.

                


        

      

      


      
        
          	
                  4.2.3

                	
                   

                	
                  Welfare Benefit
      Plans.  During the Term, Executive and Executive’s
      eligible dependents shall be eligible for participation in, and shall
      receive all benefits under, the welfare benefit plans, practices, policies
      and programs provided by the Company (including, without limitation,
      medical, prescription, dental, disability, executive life, group life,
      accidental death and travel accident insurance plans and programs)
      (“Welfare Plans”) to the extent applicable generally to Peer
      Executives.  Also, throughout the Term, in addition to
      participating in the other insurance programs provided to Peer Executives,
      the Company, for the benefit of the Executive, shall pay the premiums to
      maintain in force during the Term a policy of term life insurance covering
      the Executive, with such carrier as is reasonably acceptable to Company
      and Executive, in the face amount of $2.5
  million.

                


        

      

      


      
        
          	
                  4.2.4

                	
                   

                	
                  Vacation.  Executive
      shall be entitled to an annual paid vacation commensurate with the
      Company's established vacation policy for Peer Executives.  The
      timing of paid vacations shall be scheduled in a reasonable manner by the
      Executive.

                


        

      

      


      
        
          	
                  4.2.5

                	
                   

                	
                  Business
      Expenses.  Executive shall be reimbursed for all
      reasonable business expenses incurred in carrying out the work hereunder.
      Executive shall follow the Company’s expense procedures that generally
      apply to other Peer Executives in


                


        

      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        
          
            	 	 	accordance
      with the policies, practices and procedures of the Company to the extent
      applicable generally to such Peer Executives.
	 	 	 
	
                    4.2.6

                  	
                     

                  	
                    Perquisites.  Executive
      shall be entitled to receive such executive perquisites, fringe and other
      benefits as are provided to the senior most executives and their families
      under any of the Company’s plans and/or programs in effect from time to
      time and such other benefits as are customarily available to Peer
      Executives.

                  


          

           

          	
                   4.3

                	 	Restricted
      Stock.


        

      

       

      
        
          	
                  4.3.1

                	
                   

                	
                  Shares.  Subject
      to all of the conditions (including, without limitation, satisfaction of
      the performance goals referred to in Section 4.3.2, the time of vesting
      and right to receive) and restrictions set forth in this Section 4.3.1,
      Company hereby grants to Executive an award of 150,000 shares (the
      "Restricted Shares") of the Company's $0.01 par value common stock (the
      "Shares").  Subject to satisfaction of the performance goals
      referred to in Section 4.3.2, the Restricted Shares shall become vested
      in, and shall be distributable to, the Executive on such dates as are set
      forth in the award notice evidencing the award of Restricted Shares (any
      such date being hereinafter referred to as a “Vesting Date,” with all such
      dates being collectively referred to as the “Vesting
      Dates”).   Subject to Section 4.3.2, as soon as practicable
      following a Vesting Date, the Company shall promptly cause its transfer
      agent to issue a certificate to the Executive (or shall notify the
      Executive of a book-entry issuance per the Direct Registration Program
      (“DRP”) to or for the account of the Executive) evidencing the Restricted
      Shares that become distributable to the Executive as of the Vesting
      Date.  The Company's obligation to cause the issuance of any
      Restricted Shares to the Executive shall be subject to any applicable
      federal, state, or local tax withholding requirements.  If,
      prior to a Vesting Date, the Executive's employment is terminated for any
      reason other than death or disability, all rights of the Executive in any
      Restricted Shares awarded under this Section 4.3.1
      that, as of the date of such termination, have not vested and become
      distributable to the Executive shall thereupon immediately terminate and
      become forfeited and a stock certificate or DRP notice to or for the
      account of the Executive for all the Restricted Shares that have vested
      and become distributable to Executive as of the date of termination shall
      (if not previously issued) thereupon be issued.  Executive shall
      not have any rights as a shareholder with respect to any Restricted Shares
      until the issuance of a stock certificate or DRP notice evidencing the
      Restricted Shares.  The number of Restricted Shares awarded the
      Executive under this Section 4.3.1
      shall be proportionately adjusted to reflect any stock dividend, stock
      split or share combination of the Shares or any recapitalization of the
      Company occurring prior to a Vesting Date.  Except as provided
      in the preceding sentence, no adjustment shall be made on the issuance of
      a stock certificate or DRP notice to the Executive as to any dividends or
      other rights for which the record date occurred prior to a Vesting
      Date.  The right of the Executive to receive the Restricted
      Shares shall not be assignable or transferable otherwise than by will or
      the laws of descent and distribution.  If in the opinion of its
      counsel, the issuance of any Restricted Shares shall not be lawful for any
      reason, including the inability of the Company to obtain
  

                


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        
          	 	 	from
      any regulatory body having jurisdiction or authority deemed by such
      counsel to be necessary for such issuance, the Company shall not be
      obligated to issue any such Restricted Shares, but, in such event, shall
      be obligated to provide Executive with cash or non-cash consideration
      having equivalent after tax value which is acceptable to the Executive in
      the exercise of Executive's reasonable discretion.  Upon receipt
      of Restricted Shares at a time when there is not in effect under the
      Securities Act of 1933, as amended, a current registration statement
      relating to the Restricted Shares, the Executive shall represent and
      warrant in writing to the Company that the Restricted Shares are being
      acquired for investment and not with a view to the distribution thereof
      and shall agree to the placement of a legend on the certificate or
      certificates representing the Restricted Shares evidencing the
      restrictions on transfer under said Act and the issuance of stop-transfer
      instructions by the Company to its transfer agent with respect
      thereto.  No Restricted Shares shall be issued hereunder unless
      and until the then applicable requirements of the Securities Act of 1933,
      the Tennessee Business Corporation Act, the Tennessee Securities Act of
      1980, as any of the same may be amended, the rules and regulations of the
      Securities and Exchange Commission and any other regulatory agencies and
      laws having jurisdiction over or applicability to the Company, and the
      rules and regulations of any securities exchange on which the Shares may
      be listed, shall have been fully complied with and
      satisfied.  The Company shall use its best efforts to cause all
      such requirements to be promptly and completely satisfied.
	 	 	 
	
                  4.3.2

                	
                   

                	
                  Vesting
      and receipt of the Restricted Shares is subject to Executive achieving
      performance criteria (each a “Performance Goal” and collectively the
      “Performance Goals”) established by the Board’s Compensation Committee
      (the “Committee”)) as of each of the respective Vesting
      Dates.  The Performance Goals are being established by the
      Committee contemporaneously with entering into this Agreement and within
      the time period specified in Section 162(m).  The Committee also
      shall certify in writing whether any Performance Goal is achieved prior to
      the distribution of that portion of the Restricted Shares distributable
      upon achievement of the Performance Goal in
  question.

                


        

      

      


      
        
          	
                  5.

                	
                  TERMINATION FOR
      CAUSE.

                


        

      

      


      This Agreement may be terminated
immediately at any time by the Company without any liability owing to Executive
or Executive’s beneficiaries under this Agreement, except Base Salary through
the date of termination and benefits under any plan or agreement covering
Executive which shall be governed by the terms of such plan or agreement, under
the following conditions, each of which shall constitute “Cause” or “Termination
for Cause”:

      


      
        	
                 
      

              	
                (a)

              	
                Any
      act by Executive involving fraud and any breach by Executive of applicable
      regulations of competent authorities in relation to trading or dealing
      with stocks, securities, investments and the like or any willful or
      grossly negligent act by Executive resulting in an investigation by the
      Securities and Exchange Commission which, in each case, a majority of the
      Board determines in its sole 

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	 	 	and
      absolute discretion materially adversely affects the Company or
      Executive’s ability to perform his duties under this
  Agreement;
	 	 	 
	
                 
      

              	
                (b)

              	
                Attendance
      at work in a state of intoxication or otherwise being found in possession
      at his place of work of any prohibited drug or substance, possession of
      which would amount to a criminal
offense;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Executive's
      personal dishonesty or willful misconduct in connection with his duties to
      the Company;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Breach
      of fiduciary duty to the Company involving personal profit by the
      Executive;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Conviction
      of the Executive for any felony or crime involving moral
      turpitude;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Material
      intentional breach by the Executive of any provision of this Agreement or
      of any Company policy adopted by the
Board;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      continued failure of Executive to perform substantially Executive’s duties
      with the Company (other than any such failure resulting from incapacity
      due to Disability, and specifically excluding any failure by Executive,
      after good faith, reasonable and demonstrable efforts, to meet performance
      expectations for any reason), after a written demand for substantial
      performance is delivered to Executive by a majority of the Board that
      specifically identifies the manner in which such Board believes that
      Executive has not substantially performed Executive’s
    duties.

              


      

      


      The
cessation of employment of Executive shall not be deemed to be for Cause unless
and until there shall have been delivered to Executive a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds of the entire
membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to Executive and Executive is given
an opportunity, together with counsel, to be heard before the Board), finding
that, in the good faith opinion of such Board, Executive is guilty of the
conduct described in any one or more of subparagraphs (a) through (g) above, and
specifying the particulars thereof in detail.

      
         

        
          	 6.	TERMINATION UPON
      DEATH.


        

         

      

      Notwithstanding
anything herein to the contrary, this Agreement shall terminate immediately upon
Executive’s death, and the Company shall have no further liability to Executive
or his beneficiaries under this Agreement, other than for payment of Accrued
Obligations (as defined in Paragraph 9(a)(1)), the timely payment or provision
of Other Benefits (as defined in Paragraph 9(d)), including without limitation
benefits under such plans, programs, practices and policies relating to death
benefits, if any, as are applicable to Executive on the date of his
death.  The rights of the Executive’s estate with respect to stock
options and restricted stock, and all other benefit plans, shall be determined
in accordance with the specific terms, 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      conditions
and provisions of the applicable agreements and plans; provided, however, that
the Restricted Shares granted under Section 4.3.1 of this
Agreement shall immediately vest and become distributable upon the death of the
Executive.

      
         

        
          	7. 	DISABILITY.


        

         

      

      If the Company determines in good faith
that the Disability of Executive has occurred during the Term (pursuant to the
definition of Disability set forth below), it may give to Executive written
notice of its intention to terminate Executive’s employment.  In such
event, Executive’s employment with the Company shall terminate effective on the
30th day after receipt of such written notice by Executive (the “Disability
Effective Date”), provided that, within the 30 days after such receipt,
Executive shall not have returned to full-time performance of Executive’s
duties.  If Executive’s employment is terminated by reason of his
Disability, this Agreement shall terminate without further obligations to
Executive, other than for payment of Accrued Obligations (as defined in
Paragraph 9(a)(1)), the timely payment or provision of Other Benefits (as
defined in Paragraph 9(d)), including without limitation benefits under such
plans, programs, practices and policies relating to disability benefits, if any,
as are applicable to Executive on the Disability Effective Date.  The
rights of the Executive with respect to stock options and restricted stock, and
all other benefit plans, shall be determined in accordance with the specific
terms, conditions and provisions of the applicable agreements and plans;
provided, however, that the Restricted Shares granted under Section 4.3.1 of this
Agreement shall immediately vest and become distributable upon the Disability
Effective Date.

      


      For purposes of this Agreement,
“Disability” shall mean: (i) a long-term disability entitling Executive to
receive benefits under the Company’s long-term disability plan as then in
effect; or (ii) if no such plan is then in effect or the plan does not apply to
Executive, the inability of Executive, as determined by the Board of the
Company, to perform the essential functions of his regular duties and
responsibilities, with or without reasonable accommodation, due to a medically
determinable physical or mental illness which has lasted (or can reasonably be
expected to last) for a period of six consecutive months.  At the request
of Executive or his personal representative, the Board's determination that the
Disability of Executive has occurred shall be certified by two physicians
mutually agreed upon by Executive, or his personal representative, and the
Company.  Without such independent certification (if so requested by
Executive), Executive’s termination shall be deemed a termination by the Company
without Cause and not a termination by reason of his
Disability.


      
         

        
          	8.	EXECUTIVE'S TERMINATION OF
      EMPLOYMENT.


        

              

      

      Executive’s
employment may be terminated at any time by Executive for Good Reason or no
reason.  For purposes of this Agreement, “Good Reason” shall
mean:

      


      
        	
                 
      

              	
                (a)

              	
                Other
      than his removal for Cause pursuant to Section 5 and subject to the
      proviso below, without the written consent of Executive, the assignment to
      Executive of any duties inconsistent in any material respect with
      Executive’s position (including status, offices, titles and reporting
      requirements), authority, duties or responsibilities as in effect on the
      Effective Date, or any other action by the


              


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	 	 	Company
      which results in a demonstrable diminution in such position, authority,
      duties or responsibilities (including without limitation a shift of
      material responsibility from the Chief Executive Officer position to the
      Chairman position if Executive does not serve in both capacities), provided, however, it
      is expressly understood and agreed that so long as Executive is serving as
      either the Chairman of the Board or the Chief Executive Officer, the
      designation of another person as either Chairman of the Board or Chief
      Executive Officer (but not both) shall not be "Good Reason" and also
      excluding for this purpose an isolated, insubstantial and inadvertent
      action not taken in bad faith and which is remedied by the Company
      promptly after receipt of notice thereof given by Executive;
	 	 	 
	
                 
      

              	
                (b)

              	
                A
      reduction by the Company in Executive’s Base Salary as in effect on the
      Effective Date or as the same may be increased from time to
      time;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      reduction by the Company in Executive's annual target bonus (expressed as
      a percentage of Base Salary) unless such reduction is a part of an
      across-the-board decrease in target bonuses affecting all other Peer
      Executives; provided, however that in any event, the Company may not
      reduce Executive's annual target bonus (expressed as a percentage of Base
      Salary) below one hundred twenty-five percent (125%) of the Base
      Salary;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      failure by the Company to continue in effect any “pension plan or
      arrangement” or any “compensation plan or arrangement” in which Executive
      participates or the elimination of Executive’s participation in any such
      plan (except for across-the-board plan changes or terminations similarly
      affecting other Peer Executives);

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Company’s requiring Executive, without his consent, to be based at any
      office or location more than fifty (50) miles from the Company's current
      headquarters in Lebanon, Tennessee;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      material breach by the Company of any provision of this Agreement;
      or

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      failure of any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to assume expressly and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be required to perform it if no such succession had taken
      place.

              


      

      


      Good Reason shall not include
Executive’s death or Disability.  Executive’s continued employment
shall not constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder, provided that Executive raises
to the attention of the Board any circumstance he believes in good faith
constitutes Good Reason within ninety (90) days after occurrence or be
foreclosed from raising such circumstance thereafter.  The Company
shall have an opportunity to cure any claimed event of Good Reason (other than
under subparagraph (g) above) within thirty (30) days of notice from
Executive.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      If Executive terminates his employment
for Good Reason, upon the execution and effectiveness of the Release attached
hereto as an addendum and made a part hereof (the “Release”), he shall be
entitled to the same benefits he would be entitled to under Paragraph 9 as if
terminated without Cause or Paragraph 10 as if terminated after a Change in
Control, but not both, as applicable.  If Executive terminates his
employment without Good Reason, this Agreement shall terminate without further
obligations to Executive, other than for payment of Accrued Obligations (as
defined in Paragraph 9(a)(1)) and the timely payment or provision of Other
Benefits (as defined in Paragraph 9(d)).

       

      
        
          	9.	TERMINATION WITHOUT
      CAUSE.

       

      

      If Executive’s employment is terminated
by the Company without Cause prior to the expiration of the Term (it being
understood by the parties that termination by death, Disability or expiration of
this Agreement shall not constitute termination without Cause), then Executive
shall be entitled to the following benefits upon the execution and effectiveness
of the Release; provided, however, that Executive shall not be entitled to
payments under this Paragraph 9 if he is entitled to payments under Paragraph
10:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company shall pay to Executive commencing after the later of the date of
      termination or the execution and effectiveness of the Release, the
      aggregate of the following amounts:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                in
      a lump sum in cash within 30 days, the sum of (i) Executive’s Base Salary
      through the date of termination to the extent not theretofore paid, (ii) a
      pro-rata portion of amounts payable under any then existing incentive or
      bonus plan applicable to Executive (including, without limitation, any
      incentive bonus referred to in Paragraph 4.2.1) for that portion of the
      fiscal year in which the termination of employment occurs through the date
      of termination; (iii) any accrued expenses and vacation pay to the extent
      not theretofore paid,  and (iv) unless Executive has elected a
      different payout date in a prior deferral election, any compensation
      previously deferred by Executive (together with any accrued interest or
      earnings thereon) to the extent not theretofore paid (the sum of the
      amounts described in subparagraphs (i), (ii), (iii) and (iv) shall be
      referred to in this Agreement as the “Accrued
    Obligations”);

              


      

      


      
        	
                 
      

              	
                (2)

              	
                in
      installments ratably over twenty-four (24) months in accordance with the
      Company’s normal payroll cycle and procedures, the amount equal to three
      (3) times Executive’s annual Base Salary in effect as of the date of
      termination; and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                With
      respect to Paragraph 9(a)(2), the Company may, at any time and in its sole
      discretion, make a lump sum payment of all amounts, or all remaining
      amounts, due to Executive; and

              


      

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (b)

              	
                The
      Restricted Shares granted under Section 4.3.1
      of this Agreement shall vest and become distributable in accordance with
      that Section.  In addition, all stock options held by the
      Executive that are vested prior to the effective date of the termination
      shall be exercisable in accordance with their terms.  With
      respect to any stock options held by the Executive that, by their terms do
      not immediately vest and become exercisable upon a termination of
      employment without Cause, the Executive shall receive, within 30 days
      after the termination, a lump sum cash distribution equal to: (a) the
      number of Shares that is subject to options held by the Executive which
      are not vested on the date of termination of employment; multiplied by (b)
      the difference between: (i) the closing price of a Share as of the day
      prior to the effective date of termination of employment (or, if the
      United States securities trading markets are closed on that date, on the
      last preceding date on which the United States securities trading markets
      were open for trading), and (ii) the applicable exercise price(s) of the
      non-vested options; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Executive’s participation in the life, medical and disability insurance
      programs in effect on the date of termination of employment shall continue
      until the later of (i) twenty-four (24) months after Executive’s date of
      termination, or (ii) the expiration of the Term (as in effect at the time
      of termination); provided, however, that notwithstanding the foregoing,
      the Company shall not be obligated to provide such benefits if Executive
      becomes employed by another employer and is covered or permitted to be
      covered by that employer’s benefit plans without regard to the extent of
      such coverage; and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                To
      the extent not theretofore paid or provided, the Company shall timely pay
      or provide to Executive any other accrued amounts or accrued benefits
      required to be paid or provided or which Executive is eligible to receive
      under any plan, program, policy or practice or contract or agreement of
      the Company (such other amounts and benefits shall be referred to in this
      Agreement as the “Other Benefits”).

              


      

      


      10.           CHANGE IN
CONTROL.

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as otherwise provided herein, if, at any time during the Term in effect
      after a Change in Control (as it may have been extended by Sections
      2.2.2): (i) Executive is involuntarily terminated by the Company for
      reasons other than Cause or (ii) Executive shall voluntarily terminate his
      employment with the Company for Good Reason as defined in Paragraph 8,
      Executive shall be entitled to receive the benefits described in this
      Paragraph 10.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Subject
      to the execution and effectiveness of the Release and further subject to
      the limitation imposed by sub-section (c) of this Section 10, upon a
      termination described in Section 10(a), Executive shall be entitled to
      receive the following payments and
benefits:

              


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (1)

              	
                The
      Company shall pay to Executive, in a lump sum in cash within 30 days after
      the later of the date of termination or the execution and effectiveness of
      the Release, the aggregate of the following
  amounts:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Accrued Obligations (as defined in Paragraph 9(a)(1));
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      amount equal to 2.99 times the sum of (x) Executive’s average annual Base
      Salary for the five fiscal years prior to the termination, and (y)
      Executive’s Applicable Annual Bonus (as defined below).  For
      purposes of this Agreement, “Applicable Annual Bonus” means the greater of
      Executive’s actual annual incentive bonus from the Company earned in the
      fiscal year immediately preceding the fiscal year in which Executive’s
      termination date falls or Executive’s target annual incentive bonus (e.g., 125% of Base
      Salary) for the year in which Executive’s termination date falls;
      and

              


      

      


      
        	
                 
      

              	
                (2)

              	
                The
      Restricted Shares granted under Section 4.3.1
      of this Agreement shall vest and become distributable in accordance with
      that Section.  In addition, all stock options held by the
      Executive that are vested (including, without limitation, those vested by
      reason of any Change in Control occurring prior to the Executive's
      termination) prior to the effective date of the termination shall be
      exercisable in accordance with their terms.  With respect to any
      stock options held by the Executive that, by their terms do not
      immediately vest and become exercisable upon a termination of employment
      without Cause or for Good Reason, the Executive shall receive, within 30
      days after the termination, a lump sum cash distribution equal to: (a) the
      number of Shares that is subject to options held by the Executive which
      are not vested on the date of termination of employment; multiplied by (b)
      the difference between: (i) the closing price of a Share as of the day
      prior to the effective date of termination of employment (or, if the
      United States securities trading markets are closed on that date, on the
      last preceding date on which the United States securities trading markets
      were open for trading), and (ii) the applicable exercise price(s) of the
      non-vested options; and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                The
      Executive’s participation in the life, medical and disability insurance
      programs in effect on the date of termination of employment shall continue
      until the later of (i) thirty-six (36) months after Executive’s date of
      termination, or (ii) the expiration of the Term (as in effect at the time
      of termination); provided, however, that notwithstanding the foregoing,
      the Company shall not be obligated to provide such benefits if Executive
      becomes employed by another employer and is covered or permitted to be
      covered by that employer’s benefit plans without regard to the extent of
      such coverage; and

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (4)

              	
                To
      the extent not theretofore paid or provided, the Company shall timely pay
      or provide to Executive any Other Benefits (as defined in Paragraph
      9(d)).

              


      

       

      
        	 	(c)	Section 280G
    Limitation.


      

              

      
        	
                 
      

              	
                (1)

              	
                If
      any payment or benefit Executive would receive pursuant to this Section 10
      (collectively, the “Payment”) would (i) constitute a “parachute payment”
      within the meaning of Section 280G of the Internal Revenue Code of 1986,
      as amended (the “Code”), and (ii) be subject to the excise tax imposed by
      Section 4999 of the Code or any interest or penalties payable with respect
      to such excise tax (such excise tax, together with any such interest and
      penalties, are hereinafter collectively referred to as the “Excise Tax”),
      then Executive’s benefits under this Agreement shall be delivered as to
      such lesser extent which would result in no portion of such benefits being
      subject to the Excise Tax.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                The
      accounting firm engaged by the Company for general audit purposes as of
      the day prior to the effective date of the Change in Control shall perform
      any calculation necessary to determine the amount, if any, payable to
      Executive pursuant to this Section 10, as limited by sub-section
      (c).  If the accounting firm so engaged by the Company is also
      serving as accountant or auditor for the individual, entity or group that
      will control the Company following a Change in Control, the Company shall
      appoint a nationally recognized accounting firm other than the accounting
      firm engaged by the Company for general audit purposes to make the
      determinations required hereunder.  The Company shall bear all
      expenses with respect to the determinations by such accounting firm
      required to be made hereunder.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                The
      accounting firm engaged to make the determinations hereunder shall provide
      its calculations, together with detailed supporting documentation, to the
      Company and Executive within thirty (30) calendar days after the date on
      which such accounting firm has been engaged to make such determinations or
      such other time as requested by the Company or Executive.  Any
      good faith determinations of the accounting firm made hereunder shall be
      final, binding, and conclusive upon the Company and
    Executive.

              


      

      


      11.           COSTS OF
ENFORCEMENT.  

      


      If either party brings suit to compel
performance of, to interpret, or to recover damages for the breach of this
Agreement, the finally prevailing party shall be entitled to reasonable
attorneys’ fees in addition to costs and necessary disbursements otherwise
recoverable.

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      12.           PUBLICITY; NO DISPARAGING
STATEMENT.  

      


      Executive and the Company covenant and
agree that they shall not engage in any communi­cations which shall
disparage one another or interfere with their existing or prospective business
relationships.

      


      13.           BUSINESS
PROTECTION PROVISIONS.

      


      13.1           Preamble.  As a material
inducement to the Company to enter into this Agreement, and its recognition of
the valuable experience, knowledge and proprietary information Executive gained
from his employment with the Company, Executive warrants and agrees he will
abide by and adhere to the following business protection provisions in this
Article 13 and all sections thereof.

      


      13.2           Definitions.
 For purposes of this Article 13 and all sections thereof, the following
terms shall have the following meanings:

      


      (a)           “Competitive
Position” shall mean any employment, consulting, advisory, directorship, agency,
promotional or independent contractor arrangement between the Executive and any
person or Entity engaged wholly or in material part in the restaurant or retail
business that is the same or similar to that in which the Company or any of its
affiliates (collectively the “CBRL Entities”) is engaged whereby Executive is
required to or does perform services on behalf of or for the benefit of such
person or Entity which are substantially similar to the services in which
Executive participated or that he directed or oversaw while employed by the
Company.  Without limiting the generality of the foregoing, the
following companies and concepts would be included within those that would be
deemed the same or similar to CBRL Entities and/ or the businesses in which the
CBRL Entities are engaged: Advantica Restaurants, Applebee’s International,
Avado Brands, Inc., Bob Evans Farms, Brinker International, Cheesecake Factory,
Inc., Darden Restaurants, Inc., Eateries, Inc., Il Fornaio Corporation,
O’Charley’s, Outback Steakhouse, RARE Hospitality and Roadhouse
Grill.

      


      (b)           “Confidential
Information” shall mean the proprietary or confidential data, information,
documents or materials (whether oral, written, electronic or otherwise)
belonging to or pertaining to the CBRL Entities, other than “Trade Secrets” (as
defined below), which is of tangible or intangible value to any of the CBRL
Entities and the details of which are not generally known to the competitors of
the CBRL Entities.  Confidential Information shall also include: any items
that any of the CBRL Entities have marked “CONFIDENTIAL” or some similar
designation or are otherwise identified as being confidential.

      


      (c)           “Entity”
or “Entities” shall mean any business, individual, partnership, joint venture,
agency, governmental agency, body or subdivision, association, firm,
corporation, limited liability company or other entity of any kind.

      


      (d)           “Restricted
Period” shall mean two (2) years following termination of Executive’s employment
hereunder; provided, however that the Restricted Period shall be extended for a
period of time equal to any period(s) of time within the two (2) year period
following termination of 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      Executive's
employment hereunder that Executive is determined by a final non-appealable
judgment from a court of competent jurisdiction to have engaged in any conduct
that violates this Article 13 or any sections thereof, the purpose of this
provision being to secure for the benefit of the Company the entire Restricted
Period being bargained for by the Company for the restrictions upon the
Executive's activities.

      


      (e)           “Territory”
shall mean each of the United States of America.

      


      (f)           “Trade
Secrets” shall mean information or data of or about any of the CBRL Entities,
including, but not limited to, technical or non-technical data, recipes,
formulas, patterns, compilations, programs, devices, methods, techniques,
drawings, processes, financial data, financial plans, product plans or lists of
actual or potential suppliers that:  (1) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; (2) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy; and (3) any other information
which is defined as a “trade secret” under applicable law.

      


      (g)           “Work
Product” shall mean all tangible work product, property, data, documentation,
“know-how,” concepts or plans, inventions, improvements, techniques and
processes relating to the CBRL Entities that were conceived, discovered,
created, written, revised or developed by Executive during the term of his
employment with the Company.

      


      13.3        Nondisclosure; Ownership of
Proprietary Property.

      


      (a)           In
recognition of the need of the CBRL Entities to protect their legitimate
business interests, Confidential Information and Trade Secrets, Executive hereby
covenants and agrees that Executive shall regard and treat Trade Secrets and all
Confidential Information as strictly confidential and wholly-owned by the CBRL
Entities and shall not, for any reason, in any fashion, either directly or
indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign,
show, disclose, disseminate, reproduce, copy, misappropriate or otherwise
communicate any such item or information to any third party or Entity for any
purpose other than in accordance with this Agreement or as required by
applicable law, court order or other legal process: (i)  with regard to
each item constituting a Trade Secret, at all times such information remains a
“trade secret” under applicable law, and (ii) with regard to any Confidential
Information, for the Restricted Period.

      


      (b)           Executive
shall exercise best efforts to ensure the continued confidentiality of all Trade
Secrets and Confidential Information, and he shall immediately notify the
Company of any unauthorized disclosure or use of any Trade Secrets or
Confidential Information of which Executive becomes aware.  Executive shall
assist the CBRL Entities, to the extent necessary, in the protection of or
procurement of any intellectual property protection or other rights in any of
the Trade Secrets or Confidential Information.

      


      (c)           All
Work Product shall be owned exclusively by the CBRL Entities.  To the
greatest extent possible, any Work Product shall be deemed to be “work made for
hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as
amended), and Executive hereby 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      unconditionally
and irrevocably transfers and assigns to applicable CBRL Entity all right, title
and interest Executive currently has or may have by operation of law or
otherwise in or to any Work Product, including, without limitation, all patents,
copyrights, trademarks (and the goodwill associated therewith), trade secrets,
service marks (and the goodwill associated therewith) and other intellectual
property rights.  Executive agrees to execute and deliver to the applicable
CBRL Entity any transfers, assignments, documents or other instruments which the
Company may deem necessary or appropriate, from time to time, to protect the
rights granted herein or to vest complete title and ownership of any and all
Work Product, and all associated intellectual property and other rights therein,
exclusively in the applicable CBRL Entity.

      


      13.4           Non-Interference
With Executives.

      


      Executive recognizes and acknowledges
that, as a result of his employment by Company, he will become familiar with and
acquire knowledge of confidential information and certain other information
regarding the other executives and employees of the CBRL
Entities.  Therefore, Executive agrees that, during the Restricted
Period, Executive shall not encourage, solicit or otherwise attempt to persuade
any person in the employment of the CBRL Entities to end his/her employment with
a CBRL Entity or to violate any confidentiality, non-competition or employment
agreement that such person may have with a CBRL Entity or any policy of any CBRL
Entity.  Furthermore, neither Executive nor any person acting in
concert with the Executive nor any of Executive's affiliates shall, during the
Restricted Period, employ any person who has been an executive or management
employee of any CBRL Entity unless that person has ceased to be an employee of
the CBRL Entities for at least six (6) months.

      


      13.5           Non-competition.

      


      Executive covenants and agrees to not
obtain or work in a Competitive Position within the Territory during the Term or
during the Restricted Period.  Executive and Company recognize and
acknowledge that the scope, area and time limitations contained in this
Agreement are reasonable and are properly required for the protection of the
business interests of Company due to Executive's status and reputation in the
industry and the knowledge to be acquired by Executive through his association
with Company's business and the public's close identification of Executive with
Company and Company with Executive.  Further, Executive acknowledges
that his skills are such that he could easily find alternative, commensurate
employment or consulting work in his field that would not violate any of the
provisions of this Agreement.  Executive acknowledges and understands
that, as consideration for his execution of this Agreement and his agreement
with the terms of this covenant not to compete, Executive will receive
employment with and other benefits from the Company in accordance with this
Agreement.

      


      13.6           Remedies.

       

      Executive understands and acknowledges
that his violation of this Article 13 or any section thereof  would
cause irreparable harm to Company and Company would be entitled to an injunction
by any court of competent jurisdiction enjoining and restraining Executive from
any employment, service, or other act prohibited by this
Agreement  The parties agree that nothing in this Agreement shall be
construed as prohibiting Company from pursuing any remedies available to it for
any breach or threatened breach of this Article 13 or any section thereof,
including, without limitation, 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      the
recovery of damages from Executive or any person or entity acting in concert
with Executive.  Company shall receive injunctive relief without the
necessity of posting bond or other security, such bond or other security being
hereby waived by Executive.  If any part of this Article 13 or any
section thereof is found to be unreasonable, then it may be amended by
appropriate order of a court of competent jurisdiction to the extent deemed
reasonable.  Furthermore and in recognition that certain severance
payments are being agreed to in reliance upon Executive's compliance with this
Article 13 after termination of his employment, in the event Executive breaches
any of such business protection provisions or other provisions of this
Agreement, any unpaid amounts (e.g., those provided under
Paragraphs 8 or 9(a)(2)) shall be forfeited and Company shall not be obligated
to make any further payments or provide any further benefits to Executive
following any such breach.  Additionally, if Executive breaches any of such
business protection provisions or other provisions of this Agreement or such
provisions are declared unenforceable by a court of competent jurisdiction, any
lump sum payment made pursuant to Section 10(a)(1)(ii) shall be refunded by the
Executive on a pro-rata basis based upon the number of months during the
Restricted Period during which he violated the provisions of this section or, in
the event such provisions are declared unenforceable, the number of months
during the Restricted Period that the Company did not receive their benefit as a
result of the actions of the Executive.

      


      14.           RETURN OF
MATERIALS.

      


      Upon Executive’s termination, or at any
point after that time upon the specific request of the Company, Executive shall
return to the Company all written or descriptive materials of any kind belonging
or relating to the Company or its affiliates, including, without limitation, any
originals, copies and abstracts containing any Work Product, intellectual
property, Confidential Information and Trade Secrets in Executive’s possession
or control.

      


      15.           GENERAL
PROVISIONS.

      


      15.1           Amendment.  This Agreement
may be amended or modified only by a writing signed by both of the parties
hereto.

      


      15.2           Binding
Agreement.  This Agreement shall inure to the benefit of and be
binding upon Executive, his heirs and personal representatives, and the Company
and its successors and assigns.

      


      15.3           Waiver Of
Breach; Specific Performance.  The waiver of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other breach.  Each of the parties to this Agreement will be entitled to
enforce its or his rights under this Agreement, specifically, to recover damages
by reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its or his favor.  The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its or his sole
discretion apply to any court of law or equity of competent jurisdiction for
specific performance or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      15.4           Indemnification
and Insurance.  The Company shall
indemnify and hold the Executive harmless to the maximum extent permitted by law
against judgments, fines, amounts paid in settlement and reasonable expenses,
including reasonable attorneys’ fees incurred by the Executive, in connection
with the defense of, or as a result of any action or proceeding (or any appeal
from any action or proceeding) in which the Executive is made or is threatened
to be made a party by reason of the fact that he is or was an officer of the
Company or any affiliate.  In addition, the Company agrees that the
Executive is and shall continue to be covered and insured up to the maximum
limits provided by all insurance which the Company maintains to indemnify its
directors and officers (and to indemnify the Company for any obligations which
it incurs as a result of its undertaking to indemnify its officers and
directors) and that the Company will exert its best efforts to maintain such
insurance, in not less than its present limits, in effect throughout the term of
the Executive’s employment.

      


      15.5           No Effect
On Other Arrangements.  It is expressly
understood and agreed that the payments made in accordance with this Agreement
are in addition to any other benefits or compensation to which Executive may be
entitled or for which he may be eligible, whether funded or unfunded, by reason
of his employment with the Company.  Notwithstanding the foregoing,
the provisions in Sections 5 through 10 regarding benefits that the Executive
will receive upon his employment being terminated supersede and are expressly in
lieu of any other severance program or policy that may be offered by the
Company, except with regard to any rights the Executive may have pursuant to
COBRA.

      


      15.6           Continuation
of Compensation.  If Executive becomes entitled to payments
under Sections 8, 9 or 10 but dies before receipt thereof, the Company agrees to
pay to the Executive’s spouse or his estate, as the case may be, pursuant to
such designation as Executive shall deliver to the Company in a form reasonably
satisfactory to the Company, any amounts to which Executive, at the time of his
death, was so entitled.

      


      15.7           Tax
Withholding.  There shall be
deducted from each payment under this Agreement the amount of any tax required
by any govern­mental authority to be withheld and paid over by the Company
to such governmental authority for the account of Executive.

      


      15.8           Notices.

      


      All notices and all other
communications provided for herein shall be in writing and delivered personally
to the other designated party, or mailed by certified or registered mail, return
receipt requested, or delivered by a recognized national overnight courier
service, or sent by facsimile, as follows:

      


      If to Company
to:                 CBRL
Group, Inc.

      Attn:  General Counsel’s
Office

      P.O. Box 787

      305 Hartmann Drive

      Lebanon, TN
 37088-0787

      Facsimile:  (615)
443-9818

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      If to Executive
to:                 Michael
A. Woodhouse

      417 Bethlehem Road

      Lebanon, TN 37087

      


      All
notices sent under this Agreement shall be deemed given twenty-four (24) hours
after sent by facsimile or courier, seventy-two (72) hours after sent by
certified or registered mail and when delivered if personal
delivery.  Either party hereto may change the address to which notice
is to be sent hereunder by written notice to the other party in accordance with
the provisions of this Paragraph.

       

      15.9    Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Tennessee (without giving effect to conflict of laws).

      
      

       

      15.10   Entire
Agreement.  This Agreement
contains the full and complete understanding of the parties hereto with respect
to the subject matter contained herein and this Agreement supersedes and
replaces any prior agreement, either oral or written, which Executive may have
with Company that relates generally to the same subject matter including, as of
the Effective Date, the Prior Employment Agreement.

      


      15.1    Assignment.  This
Agreement may not be assigned by Executive without the prior written consent of
Company, and any attempted assignment not in accordance herewith shall be null
and void and of no force or effect.

      


      15.12          Severability.  If any one or
more of the terms, provisions, covenants or restrictions of this Agreement shall
be determined by a court of competent jurisdiction to be invalid, void or
unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect, and to
that end the provisions hereof shall be deemed severable.

      


      15.13   Paragraph
Headings.  The Paragraph
headings set forth herein are for convenience of reference only and shall not
affect the meaning or interpretation of this Agreement whatsoever.

      


      15.14    Interpretation.  Should a
provision of this Agreement require judicial interpretation, it is agreed that
the judicial body interpreting or construing the Agreement shall not apply the
assumption that the terms hereof shall be more strictly construed against one
party by reason of the rule of construction that an instrument is to be
construed more strictly against the party which itself or through its agents
prepared the agreement, it being agreed that all parties and/or their agents
have participated in the preparation hereof.

      


      15.15    Mediation.  Except as
provided in subsection (c) of this Section 15.15, the following provisions shall
apply to disputes between Company and Executive: (i) arising out of or related
to this Agreement (including any claim that any part of this agreement is
invalid, illegal or otherwise void or voidable), or (ii) the employment
relationship that exists between Company and Executive:

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      (a)           The
parties shall first use their best efforts to discuss and negotiate a resolution
of the dispute.

      


      (b)           If
efforts to negotiate a resolution do not succeed within 5 business days after a
written request for negotiation has been made, a party may submit to the dispute
to mediation by sending a letter to the other party requesting
mediation.  The dispute shall be mediated by a mediator agreeable to
the parties or, if the parties cannot agree, by a mediator selected by the
American Arbitration Association.  If the parties cannot agree to a
mediator within 5 business days, either party may submit the dispute to the
American Arbitration Association for the appointment of a
mediator.  Mediation shall commence within 10 business days after the
mediator has been named.

      


      (c)           The
provisions of this Section 15.15 shall not apply to any dispute relating to the
ability of the Company to terminate Executive's employment pursuant to Section 5
or Section 9 of this Agreement nor shall they apply to any action by the Company
seeking to enforce its rights arising out of or related to the provisions of
Article 13 of this Agreement.

      


      15.16    Voluntary
Agreement.  Executive and
Company represent and agree that each has reviewed all aspects of this
Agreement, has carefully read and fully understands all provisions of this
Agreement, and is voluntarily entering into this Agreement.  Each party
represents and agrees that such party has had the opportunity to review any and
all aspects of this Agreement with legal, tax or other adviser(s) of such
party’s choice before executing this Agreement.

      


      IN WITNESS WHEREOF, the parties hereto
have executed, or caused their duly authorized representative to execute, this
Agreement as of this 30th day of October, 2008.

      


      
         

        
          	 	CBRL GROUP,
      INC.
	 	 	 
	 	 	 


        

        
          	 	By:	/s/ James D.
      Carreker	 
	 	 	James D. Carreker,
      Chairman
	 	 	Compensation
      Committee
	 	 	 
	 	 	 
	 	“EXECUTIVE”


        

         

        
          	 	/s/ Michael A.
      Woodhouse	 
	 	Michael A.
      Woodhouse


        

         

      

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      


      Addendum
to Employment

      Agreement
with Michael A. Woodhouse

      


      RELEASE

      


      THIS RELEASE (“Release”) is made and
entered into by and between Michael A. Woodhouse (“Employee”) and CBRL GROUP,
INC. and its successor or assigns (“Company”).

      


      WHEREAS, Employee and Company have
agreed that Employee’s employment with CBRL Group, Inc. shall terminate on
___________________;

      


      WHEREAS, Employee and the Company have
previously entered into that certain Employment Agreement, dated October __,
2008 (“Agreement”), and this Release is incorporated therein by
reference;

      


      WHEREAS, Employee and Company desire to
delineate their respective rights, duties and obligations attendant to such
termination and desire to reach an accord and satisfaction of all claims arising
from Employee’s employment, and his termination of employment, with appropriate
releases, in accordance with the Agreement;

      


      WHEREAS, the Company desires to
compensate Employee in accordance with the Agreement for service he has or will
provide for the Company;

      


      NOW, THEREFORE, in consideration of the
premises and the agreements of the parties set forth in this Release, and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby covenant
and agree as follows:

      


      1.           Claims Released Under This
Agreement  In exchange for receiving the severance benefits
described in Paragraphs 8, 9 or 10 of the Agreement and except as provided in
Paragraph 2 below, Employee hereby voluntarily and irrevocably waives, releases,
dismisses with prejudice, and withdraws all claims, complaints, suits or demands
of any kind whatsoever (whether known or unknown) which Employee ever had, may
have, or now has against Company and other current or former subsidiaries or
affiliates of the Company and their past, present and future officers,
directors, employees, agents, insurers and attorneys (collectively, the
“Releasees”), arising out of or relating to (directly or indirectly) Employee’s
employment or the termination of his employment with the Company, including but
not limited to:

      


      (a)           claims
for violations of Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights
Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Family
and Medical Leave Act, 42 U.S.C. § 1981, the National Labor Relations Act,
the Labor Management Relations Act, Executive Order 11246, Executive Order
11141, the Rehabilitation Act of 1973, or the Employee Retirement Income
Security Act;

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (b)           claims
for violations of any other federal or state statute or regulation or local
ordinance;

      


      (c)           claims
for lost or unpaid wages, compensation, or benefits, defamation, intentional or
negligent infliction of emotional distress, assault, battery, wrongful or
constructive discharge, negligent hiring, retention or supervision,
misrepresentation, conversion, tortious interference, breach of contract, or
breach of fiduciary duty;

      


      (d)           claims
to benefits under any bonus, severance, workforce reduction, early retirement,
outplacement, or any other similar type plan sponsored by the Company;
or

      


      (e)           any
other claims under state law arising in tort or contract.

      


      2.           Claims Not Released Under
This Agreement  In signing this Release, Employee is not
releasing any claims that may arise under the terms of the Agreement, that
enforce his rights under the Agreement, that arise out of events occurring after
the date Employee executes this Release, that arise under any written
non-employment related contractual obligations between the Company or its
affiliates and Employee which have not terminated as of the execution date of
this Release by their express terms, that arise under a policy or policies of
insurance (including director and officer liability insurance) maintained by the
Company or its affiliates on behalf of Employee, or that relate to any
indemnification obligations to Employee under the Company’s bylaws, certificate
of incorporation, Tennessee law or otherwise.  However, Employee
understands and acknowledges that nothing herein is intended to or shall be
construed to require the Company to institute or continue in effect any
particular plan or benefit sponsored by the Company and the Company hereby
reserves the right to amend or terminate any of its benefit programs at any time
in accordance with the procedures set forth in such plans.  Nothing
in this Agreement shall prohibit Employee from engaging in protected activities
under applicable law or from communicating, either voluntarily or otherwise,
with any governmental agency concerning any potential violation of the
law.

        

      3.           No Assignment of
Claim.  Employee represents that he has not assigned or
transferred, or purported to assign or transfer, any claims or any portion
thereof or interest therein to any party prior to the date of this
Release.

      


      4.           No Admission Of
Liability.  This Release shall not in any way be construed as
an admission by the Company or Employee of any improper actions or liability
whatsoever as to one another, and each specifically disclaims any liability to
or improper actions against the other or any other person, on the part of itself
or himself, its or his employees or agents.

      


      5.           Voluntary
Execution.  Employee warrants, represents and agrees that he
has been encouraged in writing to seek advice from anyone of his choosing
regarding this Release, including his attorney and accountant or tax advisor
prior to his signing it; that this Release represents written notice to do so;
that he has been given the opportunity and sufficient time to seek such advice;
and that he fully understands the meaning and contents of this
Release.  He further represents and warrants that he was not coerced,
threatened or otherwise forced to sign this Release, and that his signature
appearing hereinafter is voluntary and genuine.  

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      EMPLOYEE UNDERSTANDS THAT HE MAY TAKE
UP TO TWENTY-ONE (21) DAYS TO CONSIDER WHETHER OR NOT HE DESIRES TO ENTER INTO
THIS RELEASE.

      


      6.           Ability to Revoke
Agreement.  EMPLOYEE UNDERSTANDS THAT HE MAY
REVOKE THIS RELEASE BY NOTIFYING THE COMPANY IN WRITING OF SUCH REVOCATION
WITHIN SEVEN (7) DAYS OF HIS EXECUTION OF THIS RELEASE AND THAT THIS RELEASE IS
NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD.  HE
UNDERSTANDS THAT UPON THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD THIS RELEASE
WILL BE BINDING UPON HIM AND HIS HEIRS, ADMINISTRATORS, REPRESENTATIVES,
EXECUTORS, SUCCESSORS AND ASSIGNS AND WILL BE IRREVOCABLE.

      


      


      Acknowledged
and Agreed To:

      “COMPANY”

      CBRL
GROUP, INC.

      


      By:______________________________

      Its:______________________________

      


      I
UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM GIVING UP RIGHTS I MAY
HAVE.  I UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS
RELEASE.

      


      “EMPLOYEE”

      


      


      _________________________

      _____________________________________

      Date

      Michael
A. Woodhouse

      
3