exhibit10nn.htm


    Exhibit
      10(nn)

     

    CBRL
      GROUP, INC.

    and

    SUBSIDIARIES

    


    


    FY
      2008 Long-Term Performance Plan

    


    ARTICLE
      I

    General

    


    1.1           Establishment
      of the Plan.  Pursuant to the 2002 Omnibus Incentive Compensation
      Plan (the "Omnibus Plan"), the Compensation and Stock Option Committee (the
      "Committee") of the Board of Directors of CBRL Group, Inc. (the “Company”)
      hereby establishes this FY 2008 Long-Term Performance Plan (the
      "LTPP").

    


    1.2           Plan
      Purpose.  The purposes of this LTPP are to reward officers of the
      Company and its subsidiaries for the Company's financial performance during
      fiscal years 2008 and 2009, to attract and retain the best possible executive
      talent, to motivate officers to focus attention on long-term objectives and
      strategic initiatives, and to further align their interests with those of the
      shareholders of the Company.

    


    1.3           LTPP
      Subject to Omnibus Plan.  This LTPP is established pursuant to,
      and it comprises a part of the Omnibus Plan.  Accordingly, all of the
      terms and conditions of the Omnibus Plan are incorporated in this LTPP by
      reference as if included verbatim.  In case of a conflict between the
      terms and conditions of the LTPP and the Omnibus Plan, the terms and conditions
      of the Omnibus Plan shall supersede and control the issue.

    


    ARTICLE
      II

    Definitions

    


    2.1           Omnibus
      Plan Definitions.  Capitalized terms used in this LTPP without
      definition have the meanings ascribed to them in the Omnibus Plan, unless
      otherwise expressly provided.

    


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

    


    (a)  “Average
      EBIT Margin” means the percentage determined by dividing: (1)  EBIT;
      by (2) Revenue.

     

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

     

    (c)  “Distribution
      Date" means the first business day of the Company's 2011 fiscal
      year.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)   “EBIT”,
      or operating income, means the cumulative total of the Company’s net income
plus interest plus income taxes during the Performance Period
      excluding extraordinary gains or losses, the effects of any sales of assets
      (other than in the ordinary course of business) and the effects of LTPP
      Awards or awards under the Company’s annual bonus plans in fiscal years 2008 and
      2009.

     

    (e)  "LTPP
      Award" means an Award of Performance Shares as provided in this LTPP which
      Performance Shares, once determined and earned as of the end of the Performance
      Period in accordance with this LTPP and the applicable Qualified Performance
      Measures, shall vest, without further or additional conditions, at the end
      of
      the Company's 2010 fiscal year.

    


    (f)      “Performance
      Factor” means that percentage that is determined by reference to the award
      matrix attached hereto as Schedule 1, based upon the relative
      attainment of the Qualified Performance Measures during the Performance
      Period.

     

    (g)      “Performance
      Period” means the Company’s fiscal years 2008 and 2009.

     

    (h)      “Qualified
      Performance Measures” for the purposes of this LTPP shall mean a combination of
      Revenue and Average EBIT Margin, as reflected on the award matrix attached
      hereto as Schedule 1.

     

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

     

    (j)         “Retirement
      Eligible” means the Participant's age and years of service with the Company, its
      predecessors or subsidiaries, is equal to or greater than 65 as measured on
      the
      first day of a fiscal year.

    


    (k)        “Revenue”
      means the cumulative total of the Company’s revenue during the Performance
      Period excluding extraordinary gains or losses and the effects of any sale
      of
      assets (other than the opening of restaurant facilities by the Company or a
      Subsidiary in the ordinary course of business, or the sale of inventories in
      the
      ordinary course of business).

     

    (l)         “Target
      Award” means that number shares of Common Stock determined by dividing: (1) an
      amount equal to a Participant's base salary for the Company's 2008 fiscal year
      that is established within the first 90 days of the Performance Period or,
      in
      the case of new hires or Participants who are promoted, established at the
      time
      of hiring or promotion and based on the portion of the Performance Period for
      which the salary is applicable,  multiplied by that
      Participant's Target Percentage, multiplied by two; by (2), the Fair
      Market Value on the last trading day of the Company’s 2007 fiscal
      year.

     

        (m)         “Target
      Percentage” means a percentage applicable to each Participant that has been
      established by the Committee within the first 90 days of the Performance Period
      or, in the case of new hires or Participants who are promoted, established
      at
      the time of hiring or promotion, consistent with those established for the
      same
      or similar position by the Committee within the first 90 days of the Performance
      Period.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

    Eligibility
      and Participation

    


    3.1      Eligibility.  The
      Participants in the LTPP shall be those persons designated by the Committee
      during the first 90 days of the Performance Period or new hires or those persons
      who may be promoted and are designated as Participants by the Committee at
      the
      time of hiring or promotion.  No new Participants are eligible after
      the first fiscal quarter of the Company’s 2009 fiscal year.

    


    ARTICLE
      IV

    Awards

    


    4.1       LTPP
      Awards.  Each Participant’s LTPP Award shall be equal to that
      number of shares of Common Stock determined by multiplying the Target Award
      by
      the Performance Factor rounded down to the nearest whole share.

    


    4.2       Certification
      of LTPP Awards.  After the end of the Performance Period, the
      Committee shall certify in writing whether the Qualified Performance Measures
      have been met and the amount, if any, of any LTPP Awards payable
      hereunder.  The Performance Shares comprising each LTPP Award shall
      thereafter be distributed, subject to forfeiture or lapse as provided in this
      LTPP, to each Participant on or promptly following the Distribution
      Date.

    


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

     

        
      4.4           Dividends.  Dividends
      payable on Common Stock after the Performance Period but before the Distribution
      Date shall accrue on Performance Shares earned pursuant to this LTPP and they
      shall be payable, without interest, to Participants along with the Performance
      Shares on or promptly following the Distribution Date.  Except as set
      forth in the preceding sentence, Participants shall have no rights as
      shareholders with respect to any Performance Shares until after the Distribution
      Date.

     

    ARTICLE
      V

    Termination
      of Employment

    


    5.1           Termination
      of Employment Other Than For Cause.

    


    
      	
               

            	
              (a)

            	
              If,
                prior to the end of the Performance Period, a Participant’s employment is
                terminated due to death, disability or Retirement, any LTPP Award
                shall be
                reduced to reflect only employment prior to that termination. The
                reduced
                LTPP Award shall be based upon the number of calendar months of employment
                from 

               

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      the
        beginning of the Performance Period until the date of such
        termination.  In the case of a Participant’s disability, the
        employment termination shall be deemed to have occurred on the date the
        Committee determines that the disability has occurred, pursuant to the Company’s
        then-effective group long-term disability insurance benefit for
        officers.   The pro-rated LTPP Award thus determined shall be
        payable at the time specified in Section 4.2.

    

     

    
      	
               

            	
              (b)

            	
              If,
                after the end of the Performance Period but prior to the Distribution
                Date, a Participant Retires or a Participant’s employment is terminated
                due to death or disability, any LTPP Award earned as of the end of
                the
                Performance Period shall be payable at the time specified in Section
                4.2.

            


    

    


    5.2           Termination
      of Employment For Cause or Voluntary Resignation.  If, prior to
      the Distribution Date, a Participant’s employment is terminated for Cause (of
      which the Committee shall be the sole judge), or the Participant voluntarily
      resigns (other than through Retirement (as provided in Section 5.1(b)) or
      disability), all of the Participant’s rights to an LTPP Award shall be
      forfeited.

    


    


    ARTICLE
      VI

    Change
      in Control

    


     

    6.1           Effect
      of Change in Control.  Notwithstanding anything to the contrary in
      this LTPP, in the event of a Change in Control prior to the Distribution Date,
      the following provisions shall apply:

     

    
      	
               

            	
              (a)

            	
              if
                the Change in Control occurs during the Company’s 2008 fiscal year, any
                Participant whose LTPP Award has not expired or been forfeited shall
                be
                deemed to have been earned an LTPP Award equal to 50% of the Target
                Award.

            


    

     

    
      	
               

            	
              (b)

            	
              If
                the Change in Control occurs during the Company’s 2009 fiscal year, any
                Participant whose LTPP Award has not expired or been forfeited shall
                be
                deemed to have been earned an LTPP Award equal to the Target
                Award.

            


    

     

    
      	
               

            	
              (c)

            	
              If
                the Change in Control occurs after the end of the Performance Period
                but
                prior to the Distribution Date, any LTPP Award that has been earned
                shall
                become fully vested effective the day prior to the date of the Change
                in
                Control.

            


    

     

    
      	
               

            	
              (d)

            	
              Any
                LTPP Award determined or accelerated pursuant to this Article VI
                shall be
                paid to the Participant as soon as administratively possible, but
                no later
                than 30 days following a Change in
                Control.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      I omitted pursuant to Instruction 4 to Item 402(b) of
      Regulation S-K