exhibit10v.htm


    Exhibit
      10(v)


     

    
 

    
      	[CBRL
              GROUP, INC. LOGO]	
               Post
                Office Box 787

            
	 	
               Lebanon,
                Tennessee  37088

            
	 	
               Phone 
                615.443.9869

            
	 	
               Fax 
                615.443.9818

            
	 	
               cbrlgroup.com

            


    

    


    August
      14, 2006

    GII

    Robert
      J.
      Harig

    613
      Bayhill Court

    Hermitage,
      TN  37076

    


    Re:  Employee
      Retention Agreement

    


    Dear
      Rob:

    


    The
      Board of Directors of the CBRL
      Group, Inc. recognizes the contribution that you have made to CBRL Group, Inc.
      or one of its direct or indirect subsidiaries (collectively, the "Company")
      and
      wishes to ensure your continuing commitment to the Company and its business
      operations.  Accordingly, in exchange for your continuing commitment
      to the Company, and your energetic focus on continually improving operations,
      the Company promises you the following benefits if your employment with the
      Company is terminated in certain circumstances:

    


    1.           DEFINITIONS.  As
      used in this Agreement, the following terms have the following meanings which
      are equally applicable to both the singular and plural forms of the terms
      defined:

    


    1.1           "Cause"
      means any one of the following:

    


    (a)           personal
      dishonesty;

    (b)           willful
      misconduct;

    (c)           breach
      of fiduciary duty; or

    (d)           conviction
      of any felony or crime involving moral turpitude.

    


    1.2           "Change
      in Control" means: (a) that after the date of this Agreement, a
      person becomes the 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 voting securities, unless that acquisition was
      approved by a vote of at least 2/3 of the directors in office immediately prior
      to the acquisition; (b) that during any period of 2 consecutive years following
      the date of this Agreement, individuals who at the beginning of the period
      constitute members of the Board of Directors of the Company cease for any reason
      to constitute a majority of the Board 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 2/3 of the directors then still in office who were directors
      at
      the beginning of the 2-year period; (c) a merger, consolidation or
      reorganization of the Company (but this provision does not apply to a
      recapitalization or similar financial restructuring which does not involve
      a
      material change in ownership of equity of the Company and which does not result
      in a change in membership of the Board of Directors); or (d) a sale of all
      or
      substantially all of the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Company’s
      assets.

    


    1.3           "Change
      in Control Period" means a 2-year year period
      beginning the day after a Change in Control occurs.

    


    1.4           "Change
      in Duties or Compensation" means any one of: (a) a
      material change in your duties and responsibilities for the Company (without
      your consent) from those duties and responsibilities for the Company in effect
      at the time a Change in Control occurs, which change results in the assignment
      of duties and responsibilities inferior to your duties and responsibilities
      at
      the time such Change in Control occurs (it being understood and acknowledged
      by
      you that a Change in Control that results in two persons of which you are one
      having similar or sharing duties and responsibilities shall not be a material
      change in your duties and responsibilities); (b) a reduction in your salary
      or a
      material change in benefits (excluding discretionary bonuses), from the salary
      and benefits in effect at the time a Change in Control occurs; or (c) a change
      in the location of your work assignment from your location at the time a Change
      in Control occurs to any other city or geographical location that is located
      further than 50 miles from that location.

    


    2.           TERMINATION
      OF EMPLOYMENT; SEVERANCE.  Your
      immediate supervisor or the Company's Board of Directors may terminate your
      employment, with or without cause, at any time by giving you written notice
      of
      your termination, such termination of employment to be effective on the date
      specified in the notice.  You also may terminate your employment with
      the Company at any time.  The effective date of termination (the
      "Effective Date") shall be the last day of your employment with the Company,
      as
      specified in a notice by you, or if you are terminated by the Company, the
      date
      that is specified by the Company in its notice to you.  The following
      subsections set forth your rights to severance in the event of the termination
      of your employment in certain circumstances by either the Company or you.
      Section 5 also sets forth certain restrictions on your activities if your
      employment with the Company is terminated, whether by the Company or
      you.  That section shall survive any termination of this Agreement or
      your employment with the Company.

    


    2.1           Termination
      by the Company for Cause.  If you are
      terminated for Cause, the Company shall have no further obligation to you,
      and
      your participation in all of the Company's benefit plans and programs shall
      cease as of the Effective Date.  In the event of a termination for
      Cause, you shall not be entitled to receive severance benefits described in
      Section 3.

    


    2.2           Termination
      by the Company Without Cause Other Than During a Change in Control
      Period.  If your employment with the
      Company is terminated by the Company without Cause at a time other than during
      a
      Change in Control Period, you shall be entitled to only those severance benefits
      provided by the Company's severance policy or policies then in
      effect.  You shall not be entitled to receive benefits pursuant to
      Section 3 of this Agreement.

    


    2.3           Termination
      by the Company Without Cause During a Change in Control
      Period.  If your employment with the
      Company is terminated by the Company without Cause 

     

    
      
        
        

      

      
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    during
      a
      Change in Control Period, you shall be entitled to receive Benefits pursuant
      to
      Section 3. A termination within 90 days prior to a Change in Control which
      occurs solely in order to make you ineligible for the benefits of this Agreement
      shall be considered a termination without Cause during a Change in Control
      Period.

    


    2.4           Termination
      By You For Change in Duties or Compensation During a Change in Control
      Period.  If during a Change in Control
      Period there occurs a Change in Duties or Compensation you may terminate your
      employment with the Company at any time within 30 days after the occurrence
      of
      the Change in Duties or Compensation, by giving to the Company not less than
      120
      nor more than 180 days notice of termination.  During the notice
      period that you continue to work, any reduction in your Compensation will be
      restored.  At the option of the Company, following receipt of this
      notice, it may: (a) change or cure, within 15 days, the condition that you
      claim
      has caused the Change in Duties or Compensation, in which case, your rights
      to
      terminate your employment with the Company pursuant to this Section 2.4 shall
      cease (unless there occurs thereafter another Change in Duties or Compensation)
      and you shall continue in the employment of the Company notwithstanding the
      notice that you have given; (b) allow you to continue your employment through
      the date that you have specified in your notice; or (c) immediately terminate
      your employment pursuant to Section 2.3.  If you terminate your
      employment with the Company pursuant to this Section 2.4, you shall be entitled
      to receive Benefits pursuant to Section 3.  Your failure to provide
      the notice required by this Section 2.4 shall result in you having no right
      to
      receive any further compensation from the Company except for any base salary
      or
      vacation earned but not paid, plus any bonus earned and accrued by the Company
      through the Effective Date.

    


    3.           SEVERANCE
      BENEFITS.  If your employment with the
      Company is terminated as described in Section 2.3 or 2.4, you shall be entitled
      to the benefits specified in subsections 3.1, 3.2, and 3.3 (the "Benefits")
      for
      the period of time set forth in the applicable section.

    


    3.1           Salary
      Payment or Continuance.  You will be
      paid a single lump sum payment in an amount equal to 2.00 times the average
      of
      your annual base salary and any bonus payments for the 3 years immediately
      preceding the Effective Date.  The determination of the amount of this
      payment shall be made by the Company's actuaries and benefit consultants and,
      absent manifest error, shall be final, binding and conclusive upon you and
      the
      Company.

    


    3.2           Continuation
      of Benefits.  During the 2 years
      following the Effective Date (the “Severance Period”) that results in benefits
      under this Article 3, you shall continue to receive the medical, prescription,
      dental, employee life and group life insurance benefits at the levels to which
      you were entitled on the day preceding the Effective Date, or reasonably
      equivalent benefits, to the extent continuation is not prohibited or limited
      by
      applicable law.  In no event shall substitute plans, practices,
      policies and programs provide you with benefits which are less favorable, in
      the
      aggregate, than the most favorable of those plans, practices, policies and
      programs in effect for other active employees who are similarly situated to
      the
      position / responsibilities you held  immediately preceding the
      Effective Date. However, if you become re-employed with another 

     

    
      
        
        

      

      
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    employer
      and are eligible to receive medical or other welfare benefits under another
      employer-provided plan, Company payments for these medical and other welfare
      benefits shall cease.

    


    4.           EFFECT
      OF TERMINATION ON STOCK OPTIONS AND RESTRICTED
      STOCK. In the event of any termination of your
      employment, all stock options and restricted stock held by you that are vested
      prior to the Effective Date shall be owned or exercisable in accordance with
      their terms; all stock options held by you that are not vested prior to the
      Effective Date shall lapse and be void; however, if your employment with the
      Company is terminated as described in Sections 2.3 or 2.4, then, if your option
      or restricted stock grants provide for immediate vesting in the event of a
      Change in Control, the terms of your option or restricted stock agreement shall
      control.  If your option or restricted stock agreement does not
      provide for immediate vesting,  you shall receive, within 30 days
      after the Effective Date, a lump sum cash distribution equal to: (a) the number
      of shares of the Company's ordinary shares that are subject to options or
      restricted stock grants held by you that are not vested as of the Effective
      Date
      multiplied by (b) the difference between: (i) the closing price of a share
      of
      the Company's ordinary shares on the NASDAQ National Market System as reported
      by The Wall Street Journal as of the day prior to the Effective Date (or, if
      the
      market is closed on that date, on the last preceding date on which the market
      was open for trading), and (ii) the applicable exercise prices or stock grant
      values of those non-vested shares.

    


    5.           DISCLOSURE
      OF INFORMATION.  You recognize and
      acknowledge that, as a result of your employment by the Company, you have or
      will become familiar with and acquire knowledge of confidential information
      and
      certain trade secrets that are valuable, special, and unique assets of the
      Company.  You agree that all that confidential information and trade
      secrets are the property of the Company.  Therefore, you agree that,
      for and during your employment with the Company and continuing following the
      termination of your employment for any reason, all confidential information
      and
      trade secrets shall be considered to be proprietary to the Company and kept
      as
      the private records of the Company and will not be divulged to any firm,
      individual, or institution, or used to the detriment of the
      Company.  The parties agree that nothing in this Section 6 shall be
      construed as prohibiting the Company from pursuing any remedies available to
      it
      for any breach or threatened breach of this Section 6, including, without
      limitation, the recovery of damages from you or any person or entity acting
      in
      concert with you.

    


    6.           GENERAL
      PROVISIONS.

    


    6.1           Other
      Plans.  Nothing in this Agreement shall
      affect your rights during your employment to receive increases in compensation,
      responsibilities or duties or to participate in and receive benefits from any
      pension plan, benefit plan or profit sharing plans except plans which
      specifically address benefits of the type addressed in Sections 3 and 4 of
      this
      Agreement.

    


    6.2           Death
      During Severance Period. If you die during the
      Severance Period, any Benefits remaining to be paid to you shall be paid to
      the
      beneficiary designated by you to receive those Benefits (or in the absence
      of
      designation, to your surviving spouse or next of kin).

    


    
      
        
        

      

      
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    6.3           Notices.
      Any notices to be given under this Agreement may be effected by personal
      delivery in writing or by mail, registered or certified, postage prepaid with
      return receipt requested.  Mailed notices shall be addressed to the
      parties at the addresses appearing on the first page of this Agreement (to
      the
      attention of the Secretary in the case of notices to the Company), but each
      party may change the delivery address by written notice in accordance with
      this
      Section 7.3.  Notices delivered personally shall be deemed
      communicated as of actual receipt; mailed notices shall be deemed communicated
      as of the second day following deposit in the United States Mail.

    


        6.4           Entire
      Agreement. This Agreement supersedes all previous
      oral or written agreements, understandings or arrangements between the Company
      and you regarding a termination of your employment with the Company or a change
      in your status, scope or authority and the salary, benefits or other
      compensation that you receive from the Company as a result of the termination
      of
      your employment with the Company (the "Subject Matter"), all of which are wholly
      terminated and canceled.  This Agreement contains all of the covenants
      and agreements between the parties with respect to the Subject Matter. Each
      party to this Agreement acknowledges that no representations, inducements,
      promises, or agreements, orally or otherwise, have been made with respect to
      the
      Subject Matter by any party, or anyone acting on behalf of any party, which
      are
      not embodied in this Agreement.  Any subsequent agreement relating to
      the Subject Matter or any modification of this Agreement will be effective
      only
      if it is in writing signed by the party against whom enforcement of the
      modification is sought.

    


    6.5           Partial
      Invalidity. If any provision in this Agreement is
      held by a court of competent jurisdiction to be invalid, void, or unenforceable,
      the remaining provisions shall nevertheless continue in full force without
      being
      impaired or invalidated in any way.

    


    6.6           Governing
      Law.  This Agreement shall be governed
      by and construed in accordance with the laws of the State of Tennessee, and
      it
      shall be enforced or challenged only in the courts of the State of
      Tennessee.

    


    6.7           Waiver
      of Jury Trial.  The Company and you
      expressly waive any right to a trial by jury in any action or proceeding to
      enforce or defend any rights under this Agreement, and agree that any such
      action or proceeding shall be tried before a court and not a jury. You
      irrevocably waive, to the fullest extent permitted by law, any objection that
      you may have now or hereafter to the specified venue of any such action or
      proceeding and any claim that any such action or proceeding has been brought
      in
      an inconvenient forum.

    


    6.8           Miscellaneous.
      Failure or delay of either party to insist upon compliance with any
      provision of this Agreement will not operate as and is not to be construed
      to be
      a waiver or amendment of the provision or the right of the aggrieved party
      to
      insist upon compliance with the provision or to take remedial steps to recover
      damages or other relief for noncompliance.  Any express waiver of any
      provision of this Agreement will not operate, and is not to be construed, as
      

     

    
      
        
        

      

      
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    a
      waiver
      of any subsequent breach, irrespective of whether occurring under similar or
      dissimilar circumstances. You may not assign any of your rights under this
      Agreement.  The rights and obligations of the Company under this
      Agreement shall benefit and bind the successors and assigns of the
      Company.  The Company agrees that if it assigns this Agreement to any
      successor company, it will ensure that its terms are continued.

    


    6.9           Certain
      Additional Payments by the Company.

    


    a.  The
      Company will pay you an amount (the “Additional Amount”) equal to the excise tax
      under the United States Internal Revenue Code of 1986, as amended (the “Code”),
      if any, incurred by you by reason of the payments under this Agreement and
      any
      other plan, agreement or understanding between you and the Company or its
      parent, subsidiaries or affiliates (collectively, “Separation Payments”)
      constituting excess parachute payments under Section 280G of the Code (or any
      successor provision).  In addition, the Company will pay an amount
      equal to all excise taxes and federal, state and local income taxes incurred
      by
      you with respect to receipt of the Additional Amount.  All
      determinations required to be made under this Section 6.9 including whether
      an
      Additional Amount is required and the amount of any Additional Amount, will
      be
      made by the independent auditors engaged by the Company immediately prior to
      the
      Change in Control (the “Accounting Firm”), which will provide detailed
      supporting calculations to the Company and you.  In computing taxes,
      the Accounting Firm will use the highest marginal federal, state and local
      income tax rates applicable to you and will assume the full deductibility of
      state and local income taxes for purposes of computing federal income tax
      liability, unless you demonstrate that you will not in fact be entitled to
      such
      a deduction for the year of payment.

    


    b.  The
      Additional Amount, computed assuming that all of the Separation Payments
      constitute excess parachute payments as defined in Section 280G of the Code
      (or
      any successor provision), will be paid to you at the time that the payments
      made
      pursuant to Section 3.1 is made unless the Company, prior to the Severance
      Period, provides you with an opinion of the Accounting Firm that you will not
      incur an excise tax on part or all of the Separation Payments.  That
      opinion will be based upon the applicable regulations under Sections 280G and
      4999 of the Code (or any successor provisions) or substantial authority within
      the meaning of Section 6662 of the Code.  If that opinion applies only
      to part of the Separation Payments, the Company will pay you the Additional
      Amount with respect to the part of the Separation Payments not covered by the
      opinion.

    


    c.  The
      amount of the Additional Amount and the assumptions to be utilized in arriving
      at the determination, shall be made by the Company’s Accounting Firm, whose
      decision shall be final and binding upon both you and the
      Company.  You must notify the Company in writing no later than 30 days
      after you are informed of any claim by the Internal Revenue Service that, if
      successful, would require the payment by the Company of the Additional
      Amount.  You must also cooperate fully with the Company and give the
      Company any information reasonably requested relating to the claim, and take
      all
      action in connection with 

     

    
      
        
        

      

      
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contesting
        the claim as the Company reasonably requests in writing from time to
        time.

    

    


    If
      all of the terms and conditions in
      this Agreement are agreed to by you, please signify your agreement by executing
      the enclosed duplicate of this letter and returning it to us. At the date of
      your return, this letter shall constitute a fully enforceable Agreement between
      us.

     

    
 

    
      	CBRL
              GROUP, INC.	 
	 	 	 
	 	 	 
	By:	 /s/
              Michael A. Woodhouse            	 
	 	Michael
              A. Woodhouse	 
	 	Chairman,
              President & Chief Executive Officer	 


    

    


     

    


     

    The
      foregoing is fully agreed to and accepted by:

    


    Date:  
      August 23, 2006                          

     

    Employee's
      Signature: /s/
      Robert J. Harig                

    


    Please
      Print or Type Name:  Robert J. Harig              

    


    Please
      Print or Type Title:  Sr. V.P. Human Resources        

     

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