exhibit10mm.htm


    Exhibit
      10(mm)

     

    CBRL
      GROUP, INC.

    and

    SUBSIDIARIES

    


    FY
      2008 Annual Bonus Plan

    


    ARTICLE
      I

    General

    


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

    


    1.2           Plan
      Purpose.  The purpose of this ABP is to specify appropriate
      opportunities to earn a bonus with respect to the Company’s 2008 fiscal year (an
“Annual Bonus”) in order to reward officers of the Company and of its
      subsidiaries for the Company's financial performance during fiscal year 2008
      and
      to further align their interests with those of the shareholders of the
      Company.

    


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

    


    ARTICLE
      II

    Definitions

    


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

    


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

    


    
      	
              (a)  

            	
              “2008
                Operating Income” means, operating income during the 2008 fiscal year,
                excluding extraordinary gains or losses and the effects of any sale
                of
                assets (other than in the ordinary course of
                business).

            


    

    


    
      	
              (b)  

            	
              “2008
                Plan Income” means the Company’s operating income as set forth in the 2008
                annual plan approved by the Board of Directors within the first 90
                days of
                the Performance Period.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              “Maximum
                Performance Income” means a multiple of 2008 Plan Income approved by the
                Board of Directors within the first 90 days of the Performance
                Period.

            


    

    


    
      	
              (d)  

            	
               “Performance
                Period” means the Company's 2008 fiscal
                year.

            


    

    


    
      	
              (e)  

            	
              "Qualified
                Performance Factor" is the degree of achievement of 2008 Plan Income,
                and
                it ranges from 60% (at Threshold Income) to a high of 200%, calculated
                as
                set forth below.  Below Threshold Income, the Qualified
                Performance Factor and the Annual Bonus will be
                0%.

            


    

     

     

    
      	
              2008
                Operating Income
                Achieved  

            	ABP
              Component
	-
              Less than Threshold Income 	0
	-
              Threshold Income 	60%
	-
              Above Threshold Income up
              	  
	    
to
              2008 Plan Income	Ratably
              between 60% and 100%
	-Above
              2008 Plan Income up  	Ratably
              between 100% and 200%
	   
to
              Maximum Performance
              Income 	 


    

                     


    
      	
              (f)  

            	
              “Target
                Bonus” means an Award equal to a Participant's applicable annual base
                salary established within the first 90 days of the Performance Period
                or,
                in the case of new hires or Participants who are promoted, established
                at
                the time of hiring or promotion and the portion of fiscal year 2008
                for
                which the salary is applicable, consistent with those established
                for the
                same or similar position by the Committee within the first 90 days
                of the
                Performance Period, multiplied by that Participant's Target
                Percentage.

            


    

     

    
      	
              (g)  

            	
              “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.

            


    

     

    
      	
              (h)  

            	
              "Threshold
                Income" means the Company’s operating income in fiscal year
                2007.

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

    Eligibility;
      Calculation and Payment of Awards

    


    3.1           Eligibility.  The
      Participants in the ABP shall be those persons designated by the Committee
      during the first 90 days of the Company's 2008 fiscal year, and those hired
      or
      promoted during the fiscal year and at that time designated as Participants
      by
      the Committee.

    


    3.2           Calculation
      and Payment of Awards.  After the close of the Performance Period,
      the Committee shall certify in writing the achievement of the applicable
      Qualified Performance Factor and the amounts of any Annual Bonus payable to
      each
      Participant under the applicable formula and standards.  The Annual
      Bonus due any Participant shall be calculated by multiplying the Qualified
      Performance Factor by the Target Bonus. Any Annual Bonus due shall be paid
      within a reasonable time after certification of the achievement of the Qualified
      Performance Factor by the Committee.

    


    


    ARTICLE
      IV

    Termination
      of Employment

    


    4.1           Termination
      of Employment.  Except upon death or disability, if, prior to the
      certification of the Award as set forth in Section 3.2, a Participant’s
      employment is terminated or the Participant voluntarily resigns, all of the
      Participant’s rights to an Annual Bonus shall be forfeited.  If a
      Participant’s employment is terminated because of a Participant's death or
      disability, the Annual Bonus shall be reduced to reflect only the period of
      employment prior to termination.  The adjusted Award shall be based
      upon the number of days of employment during the Performance
      Period.  In the case of a Participant’s disability, the employment
      termination shall be deemed to have occurred on the date the Committee
      determines that the disability has occurred, pursuant to the Company’s
      then-effective group long-term disability insurance benefit for
      officers.  The pro-rated Award thus determined shall be payable at the
      time specified in Section 3.2.