exhibit101.htm


    Exhibit
10.1

    CRACKER
BARREL OLD COUNTRY STORE, INC.

    


    AMENDED
AND RESTATED STOCK OPTION PLAN

    


    (As
amended through November 25, 2008)

    


    The entire text of the Cracker Barrel
Old Country Store, Inc. Amended and Restated Stock Option Plan, as now amended
and restated (including certain conforming changes), is as follows:

    


    1.  Name and
Purpose.  The purpose of this Plan, which shall be known as the
“Cracker Barrel Old Country Store, Inc. Amended and Restated Stock Option Plan”
is to provide a means whereby the Company may, through the grant of Options to
purchase Common Stock of the Company, attract and retain qualified individuals
(including officers and directors who are also employees) and motivate those
employees to exert their best efforts on behalf of the Company and its
Subsidiaries.

    


    2.  Definitions.  For
purposes of this Plan, the following terms when capitalized shall have the
meaning designated herein unless a different meaning is plainly required by the
context.  Where applicable, the masculine pronoun shall mean or
include the feminine and the singular shall include the plural:

    


    (a)  “Board” means the
Board of Directors of the Company.

    


    (b)  “Common Stock” means
Common Stock of the Company having a par value of 01/100 ($.01)
dollars.

    


    (c)  “Disability” means
disabled within the meaning of Section 22(e)(3) of the Internal Revenue
Code.

    


    (d)  “Effective Date” means
the date on which this Plan, in its present form, was approved by the
Shareholders, November 25, 1997.

    


    (e)  “Fair Market Value” of
the Common Stock of the Company shall be the last reported sale price of the
Common Stock as reported by The Nasdaq Global Market (“Nasdaq”) on the day of
the grant of the Option, and if such date is not a trading day, then the last
reported sale price of the last trading day immediately preceding the day of the
grant of the Option.

    


    (f)  “Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended.

    


    (g)  “Option” means a stock
option granted pursuant to the Plan.

    


    (h)  “Optionee” means any
employee who receives Options granted under this Plan as well as the holder of
any Options granted under this Plan prior to the Effective Date.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)  “Parent” means a
parent corporation as defined in Section 424(e) and (g) of the Internal Revenue
Code.

    


    (j)  “Plan” means the
Cracker Barrel Old Country Store, Inc. Amended and Restated Stock Option
Plan.

    


    (k)  “Retirement” means an
employee who terminates his employment relationship with the Company at such
time when such employee's age is at least 55 years, and the employee has 7 years
tenure with the Company or longer.  Retirement specifically excludes
severance agreements with the Company or termination for Just
Cause.

    


    (l)  “Shareholders” means
the holders of the outstanding shares of the Company's Common
Stock.

    


    (m)  “Subsidiary” means an
affiliated employer during any period that 50% or more of its common stock or,
in the case of a partnership, 50% or more of the capital interest thereof is
owned directly or indirectly by the Company or during any period that it is a
member with the Company in a controlled group of corporations or is otherwise
under common control with the Company within the meaning of Section 414(b) and
(c) of the Internal Revenue Code.

    


    (n)  “Just Cause” means
matters which, in the judgment of the Committee, constitute any one or more of
the following:

     

    
      
        	 	(i)  Intoxication
      while on duty.
	 	 
	 	(ii)  Theft
      or dishonesty in the conduct of the Company's business.
	 	 
	
                 
      

              	
                (iii)  Willful
      neglect or negligence in the management of the Company's
      business.

              
	 	 
	 	(iv)  Conviction
      of a crime involving moral
turpitude.


      

    

     

    3.  Administration.

    


    (a)  The Plan shall be
administered by a committee (the "Committee") appointed by the Board of
Directors of the Company (the "Board").  The Committee shall consist
of two or more non- employee directors.  Eligibility requirements for
members of the Committee shall conform with Rule 16(b)-3 promulgated pursuant to
the Securities Exchange Act of 1934, as amended, or any successor rule or
regulation.  No person, other than members of the Committee, shall
have any discretion concerning decisions regarding the Plan.

    


    (b)  The Company shall grant
to employees chosen by the Committee to participate in the Plan Options under,
and in accordance with, the provisions of the Plan.  Each Option
granted shall be evidenced by a stock option agreement in such form and
containing such provisions not inconsistent with this Plan.

    


    
      
        
        

      

      
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    (c)  Without limiting the
generality of the foregoing, the Committee shall have full and final authority
in its discretion to interpret provisions of the Plan, to determine from time to
time the individuals in the eligible group to whom the Options shall be granted
and the number of shares to be covered by each proposed Option; to determine the
purchase price of the shares covered by each Option and the time or times at
which Options shall be granted; to interpret the Plan; to make, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the instruments by which Options shall be evidenced; and to make
all other determinations necessary or advisable for the administration of the
Plan.

    


    4.  Eligibility.  The
persons eligible to participate in the Plan as recipients of Options shall
include the employees of the Company or of any Subsidiary of the Company
(hereinafter called "employees").  The word "employees" does not
include Directors of the Company as such, but does include Directors of the
Company who are otherwise employed by the Company.  Nothing contained
in this Plan, nor in any Option granted pursuant to the Plan, shall confer upon
any employee any right to continue in the employ of the Company or any
Subsidiary nor limit in any way the right of the Company or any Subsidiary to
terminate his employment at any time.

    


    5.  Shares Subject to the
Plan.

    


    (a)  The shares to be
delivered by the Company upon exercise of options granted under this Plan are
authorized and unissued shares of Common Stock.

    


    (b)  The aggregate number of
shares of Common Stock which may be sold pursuant to options granted under this
Plan shall not exceed 17,525,702 shares; subject, however, to the adjustment
provided in Paragraph 9 in the event of stock splits, stock dividends, exchanges
of shares, or the like occurring after the Effective Date.  No Option
may be granted under this Plan which could cause such maximum limit to be
exceeded.

    


    (c)  Shares of Common Stock
covered by an option which is no longer exercisable shall again be available for
sale pursuant to a grant of Options under this Plan.

    


    6.  Terms of
Options.  The Options granted under this Plan shall contain the
following terms and conditions:

    


    (a)  Option
Price.  The Option price per share of Common Stock shall be
equal to the Fair Market Value of the Company's Common Stock on the date
specified by the Committee.

    


    (b)  Time and Issuance of
Options.  From time to time the Committee shall select from
among those who are then eligible, the individuals to whom Options shall be
granted and shall determine the number of shares to be covered by each
Option.  Each individual thus selected shall, at such time as the
Committee shall determine, be granted an Option with respect to the number of
shares of Common Stock thus determined.  The recommendation or
selection of an employee as a participant in any grant of Options under the Plan
shall not be deemed to entitle the employee to such Option prior to the time
when it shall be granted by the Committee; and the granting of any Option under
the Plan shall not be deemed either to entitle such employee to, or to
disqualify such employee from, any participation in any other grant of Options
under the Plan.

     

    
      
        
        

      

      
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    In making
any determination as to individuals to whom Options shall be granted and as to
the number of shares to be covered by such Options, the Committee shall take
into account the duties of the respective individuals, their present and
potential contributions to the success of the Company, and such other factors as
the Committee shall deem relevant in accomplishing the purposes of the
Plan.  Notwithstanding any provision in the Plan to the contrary, the
maximum number of shares of Common Stock with respect to one or more Options
that may be granted during any one of the Company’s fiscal years under the Plan
to any one Optionee shall be 250,000.

    


    (c)  Period Within Which Option
May be Exercised.  Each Option granted under the Plan shall
specify the period for which the Option thereunder is granted and shall provide
that the Option shall expire at the end of such period.

    


    (d)  Transferability.  The
Committee shall determine whether Options granted under this Plan may be
assigned or transferred by the Optionee and, if an option is transferable, the
Committee shall be authorized to restrict transferability to certain persons or
classes of persons.  In the event of death of an Optionee, Options
shall be transferable by will by the laws of descent and
distribution.

    


    (e)  Amendment of the
Option.  Material amendments to an outstanding Option require
approval by the Committee and must be agreed upon by the Optionee.

    


    (f)  Termination of
Service.  If an Optionee's employment with the Company is
terminated, then the Optionee shall have the following time periods within which
to exercise unexercised Options or portions of the options held by that Optionee
in the following described circumstances:

    


    
      
        	
                (i)

              	
              	
                Exercise in the Event
      of Death or Disability.  If an Optionee shall die (i)
      while an employee of the Company or of a Subsidiary or (ii) within 90 days
      after termination of his employment with the Company or a Subsidiary,
      other than for termination for Just Cause, his Option may be exercised, to
      the extent that the Optionee shall have been entitled to do so at the date
      of his termination of employment, by the person or persons to whom the
      Optionee's rights under the Option pass by will or applicable law, or if
      no such person has such right, by his executors or administrators, at any
      time, or from time to time, for a period of one year after the date of the
      Optionee's death, but in no event later than the expiration
      date.  In the event an Optionee's employment with the Company is
      terminated as a result of Disability, the Optionee may exercise options,
      to the extent the Optionee was entitled to do so at the date of his
      termination of employment for a period of one year, but in no event later
      than the expiration date of the
Option.

              


      

    

    


    
      
        	
                (ii)

              	
                 

              	
                Exercise in the Event
      of Termination of Employment.  If an Optionee's
      employment by the Company or a Subsidiary shall terminate for any reason
      other than Disability, Retirement, death or Just Cause, he may exercise
      his Option, to the extent that he may be entitled to do so at the date of
      the termination of his employment, at any time, or from time to time, for
      a period of 90 days after the date of termination, but in no event
      

              


      

    

    


    
      
        
        

      

      
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        	 	later
      than the expiration date of the Option.  Whether authorized
      leave of absence for military or governmental service shall constitute
      termination of employment for purposes of this Plan shall be determined by
      the Committee.  In the event an Optionee's employment with the
      Company or any Subsidiary is terminated for Just Cause, the Option shall
      terminate as of the date of the employee's termination and will no longer
      be exercisable.
	 	 
	
                (iii)

              	
                 
      

              	
                Exercise in the Event
      of Retirement.  If an Optionee ceases to be an employee
      by reason of Retirement, the former employee may exercise Options, to the
      extent the Optionee was entitled to do so at the date of termination at
      any time during the remaining life of the Option, but in no event later
      than the expiration date of the
Option.

              


      

    

    


    (g)  Rights as a
Shareholder.  The Optionee shall have no rights as a
shareholder with respect to any shares covered by his Option until the issuance
of a stock certificate to him for such shares.  No adjustment shall be
made for dividends or other rights for which the record date is prior to the
issuance of such stock certificate, except as provided in Paragraph
9.

    


    (h)  Partial
Exercise.  Unless otherwise provided in the option agreement,
any exercise of an Option granted under this Plan may be made in whole or in
part.

    


    7.  Exercise of
Options.  The Committee expressly reserves the right to
determine the manner in which Options may be exercised pursuant to this
Plan.  The Committee, in its discretion, may determine the manner in
exercising Options as of the date of the Option grant and inform Optionees in
the written agreement required under this Plan.  The manner of
exercising Options may vary from grant to grant, within the discretion of the
Committee.

    


    An Option granted under this Plan may
be exercised by written notice to the Company, signed by the Optionee, or by
such other person as is entitled to exercise such Option.  The notice
of exercise shall be delivered to the Company at its principal office, shall
state the number of shares with respect to which the Option is being exercised,
and shall be accompanied by payment in full of the Option price for such shares
in cash, by surrender of fully-paid shares of Company Common Stock or by
certified check to the Company.  Upon the exercise of an Option and
full payment thereof, the Company shall deliver or cause to be delivered, as
soon as practicable, to the Optionee exercising his Option a certificate or
certificates for the number of shares of stock with respect to which the Option
is so exercised.  The shares of stock shall be registered in the name
of the exercising Optionee or in such name jointly with him as he may direct in
the written notice of exercise referred to in this paragraph.  It
shall be a condition to the obligation of the Company to issue or transfer
shares of stock upon exercise of an Option by delivery of shares that the
Optionee pay to the Company, upon its demand, such amount as may be requested by
the Company for the purpose of satisfying its liability to withhold Federal,
state or local income or other taxes incurred by reason of the exercise of such
Option or the transfer of shares thereupon.  If the amount requested
is not paid, the Company may refuse to issue or transfer shares of stock upon
exercise of the Option.  All shares purchased upon the exercise of the
Option as provided herein shall be fully paid and nonassessable.

    


    
      
        
        

      

      
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    8.  Previously Granted
Options.  All Options previously granted shall remain
outstanding and effective after the Effective Date and shall be subject to all
terms and conditions of this Plan, as amended and restated, with respect to such
outstanding Options and such terms and conditions as may be set forth in the
relevant stock option agreements.  If the terms and conditions of any
stock option agreements granted prior to the Effective Date are different from
this Plan, the terms and conditions contained in such option agreements shall
remain effective.  Hereafter, the Plan and the relevant stock option
agreements granted hereunder shall govern all option grants.

    


    9.  Adjustments to Reflect
Capital Changes.  The following adjustments shall be made to
reflect changes in the capitalization of the Company:

    


    (a)  Recapitalization.  The
number and kind of shares subject to outstanding Options, the exercise price for
such shares, and the number and kind of shares available for Options
subsequently granted under the Plan shall be appropriately adjusted to reflect
any stock dividend, stock split, combination or exchange of shares, merger,
consolidation or other change in capitalization with a similar substantive
effect upon the Plan or the Options outstanding under the Plan.  The
Committee shall have the power to determine the amount of the adjustment to be
made in each case.

    


    (b)  Certain
Reorganizations.  After any reorganization, merger or
consolidation in which the Company is not the surviving corporation, each
Optionee shall, at no additional cost, be entitled to exercise all of his
Options, whether vested or not, and upon any exercise of an Option to receive
(subject to any required action by shareholders), in lieu of the number of
shares of the Common Stock exercisable pursuant to such Option, the number and
class of shares of stock or other securities to which such Optionee would have
been entitled pursuant to the terms of the reorganization, merger or
consolidation had such Optionee been the holder of record of a number of shares
of stock equal to the total number of shares covered by such
Option.  Comparable rights shall accrue to each Optionee in the event
of successive reorganizations, mergers or consolidations of the character
described above.

    


    (c)  Acceleration.  In
the event of change of control as defined herein, any outstanding Options shall
be immediately exercisable (without regard to any limitation imposed by the Plan
or the Board at the time the Option was granted, which permits all or any part
of the Option to be exercised only after the lapse of time), and will remain
exercisable until the expiration date of the Options.

    


    
      
        	 	
                (i)

              	
                A
      “change of control” shall be deemed to have occurred
  if:

              


      

    

    


    
      	
               
      

            	
              (1)

            	
              without
      prior approval of the Board, any "person" becomes a beneficial owner,
      directly or indirectly, of securities of the Company representing 20% or
      more of the combined voting power of the Company's then outstanding
      securities; or

            


    

    


    
      	
               
      

            	
              (2)

            	
              without
      prior approval of the Board, as a result of, or in connection with, or
      within two years following, a tender or exchange offer for the voting
      stock of the Company, a merger or other business combination to which the
      Company is a party, the sale or other disposition of all or substantially
      all of the assets of the 

            


    

    


    
      
        
        

      

      
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        	 	 	Company,
      a reorganization of the Company, or a proxy contest in connection with the
      election of members of the Board, the persons who were directors of the
      Company immediately prior to any of such transactions cease to constitute
      a majority of the Board or of the board of directors of any successor to
      the Company (except for resignations due to death, Disability or normal
      Retirement).
	 	 	 
	
                 
      

              	
                (ii)

              	
                A
      person shall be deemed the “beneficial owner” of any
      securities:

              


      

    

    


    
      	
               
      

            	
              (1)

            	
              which
      such person or any of its Affiliates or Associates beneficially owns,
      directly or indirectly; or

            


    

    


    
      	
               
      

            	
              (2)

            	
              which
      such person or any of its Affiliates or Associates has, directly or
      indirectly, (1) the right to acquire (whether such right is exercisable
      immediately or only after the passage of time), pursuant to any agreement,
      arrangement or understanding or upon the exercise of conversion rights,
      exchange rights, warrants or options, or otherwise, or (2) the right to
      vote pursuant to any agreement, arrangement or understanding;
      or

            


    

    


    
      	
               
      

            	
              (3)

            	
              which
      are beneficially owned, directly or indirectly, by any other person with
      which such person or any of its Affiliates or Associates has any
      agreement, arrangement or understanding for the purpose of acquiring,
      holding, voting or disposing of any
securities.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              A
      “person” shall mean any individual, firm, company, partnership, other
      entity or group.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      terms “Affiliate” or “Associate” shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
      promulgated by the Securities and Exchange Commission under the Securities
      Exchange Action of 1934, as in effect on the date the Plan is approved by
      the shareholders of the Company and becomes
  effective.

            


    

    


    10.  Amendment and Termination of
Plan.  The Board may from time to time, with respect to any
Common Stock on which Options have not been granted, suspend or discontinue the
Plan or amend it in any respect whatsoever.  This Plan is intended to
comply with all applicable requirements of Rule 16b-3 or its successors under
the 1934 Act, insofar as participants subject to Section 16 of that Act are
concerned.  To the extent any provision of the Plan does not so
comply, the provision shall, to the extent permitted by law and deemed advisable
by the Committee, be deemed null and void with respect to such
participants.

    


    11.  Indemnification of
Committee.  In addition to such other rights of indemnification
as they may have as members of the Board or as members of the Committee, the
members of the Committee shall be indemnified by the Company against all costs
and expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan, or any Option
granted thereunder, and against all amounts paid by them in settlement
thereof

     

    
      
        
        

      

      
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    (provided
such settlement is approved by legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except a judgment based upon finding of bad faith.  Upon the
institution of any such action, suit or proceeding, a Committee member shall
notify the Company in writing, giving the Company an opportunity, at its own
expense, to handle and defend the same before such Committee member undertakes
to handle it on his own behalf.

    


    12.  Right to Receive
Options.  Neither the adoption of the Plan nor any action of
the Committee shall be deemed to give any person any right to be granted an
Option, or any other right under the Plan, unless and until the Committee grants
a person an Option, and then his or her rights shall be only those prescribed in
the instrument evidencing the Option.

    


    13.  Company
Responsibility.  All expenses of this Plan, including the cost
of maintaining records, shall be borne by the Company.  The Company
shall have no responsibility or liability (other than under applicable
securities laws) for any act or thing done or left undone with respect to the
price, time, quantity, or other conditions and circumstances of the purchase of
shares under the terms of the Plan, so long as the Company acts in good
faith.

    


    14.  Securities
Laws.  The Board shall take all necessary or appropriate
actions to ensure that all option issuances and all exercises thereof under this
Plan are in full compliance with all Federal and state securities
laws.

    


    15.  No Obligation to Exercise
Option.  The grant of an Option shall impose no obligation upon
any Optionee to exercise the Option.

     

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