CRACKER BARREL OLD COUNTRY STORE, INC.
NON-QUALIFIED SAVINGS PLAN
As Established
Effective January 1, 1996
1
CRACKER BARREL OLD COUNTRY STORE, INC.
NON-QUALIFIED SAVINGS PLAN
Cracker Barrel Old Country Store, Inc. herein referred to as Employer,
does hereby establish a Non-Qualified Savings Plan for the benefit of
Eligible Employees of the Employer on the terms and conditions described
hereinafter:
ARTICLE 1
PREFACE
SECTION 1.1. EFFECTIVE DATE. The effective date of the Plan is
January 1, 1996. Certain Participants in the Cracker Barrel Old Country
Store, Inc. Deferred Compensation Plan shall also be eligible under this
Plan and may irrevocably elect to transfer such existing balances to this
Plan.
SECTION 1.2. PURPOSE OF THE PLAN. This Plan is intended to benefit a
select group of management or highly compensated employees of the Employer.
SECTION 1.3. GOVERNING LAW. This Plan shall be regulated, construed
and administered under the laws of the State of Tennessee to the extent
that such laws are not preempted by the laws of the United States of
America.
SECTION 1.4. GENDER AND NUMBER. The masculine gender shall be deemed
to include the feminine, the feminine gender shall be deemed to include the
masculine, and the singular shall include the plural unless otherwise
clearly required by the context.
ARTICLE 2
DEFINITIONS
Except as otherwise provided in this Plan, the definitions in the
Cracker Barrel Savings Plan, which are expressly incorporated herein by
reference, shall have the same meaning wherever used in this Plan, unless
the context clearly indicates otherwise.
SECTION 2.1. BENEFICIARY shall mean the person or persons or legal
entity designated as such by a Participant to receive the benefits, if any,
payable in the event of the Participant's death. Each Participant may name
a Beneficiary on a form provided by the Committee. Such designation may
include more than one person with one or more secondary or contingent
Beneficiaries and shall be subject to change upon written request of such
Participant in the same manner as the original designation.
SECTION 2.2. BOARD shall mean the Board of Directors of Cracker
Barrel Old Country Store, Inc. or the Administrative Committee or such
other officers of Cracker Barrel Old Country Store, Inc. duly authorized by
the Board to act on its behalf with respect to this Plan or the Trust.
SECTION 2.3. COMMITTEE shall mean the Administrative Committee as
from time to time appointed by the Board.
2
SECTION 2.4. COMPENSATION shall mean Compensation as defined in the
Qualified Plan, except that it is without regard to the limitations
contained in Code Section 401(a)(17).
SECTION 2.5. ELIGIBLE EMPLOYEE shall mean those select management
Employees or highly compensated Employees deemed by the Committee to be
eligible to participate in this Plan, as listed in Schedule A. The
Committee shall have absolute discretion in the participation in the Plan
by any individual even if Schedule A contains language to the contrary.
SECTION 2.6. EMPLOYER shall mean Cracker Barrel Old Country Store,
Inc.
SECTION 2.7. PARTICIPANT shall mean any Eligible Employee who has
agreed to make Supplemental Savings Contributions pursuant to Section 3.1
and any Eligible Employee or former Eligible Employee for whom a
Supplemental Account is maintained under the terms of this Plan.
SECTION 2.8. PLAN shall mean the Cracker Barrel Old Country Store,
Inc. Non-Qualified Savings Plan, as herein set out or as duly amended.
SECTION 2.9. PLAN YEAR shall mean the calendar year.
SECTION 2.10. QUALIFIED PLAN shall mean the Employee Savings Plan of
Cracker Barrel Old Country Store, Inc., as it may be amended from time to
time.
SECTION 2.11. SUPPLEMENTAL ACCOUNT (or "account") shall mean the
balance posted to the record of each Participant or Beneficiary, consisting
of the Participant's contributions and his allocated share of Employer
matching contributions pursuant to Section 3.1, and adjustments (including
earnings thereon) as of each Valuation Date, less any payments therefrom.
SECTION 2.12. TRUST OR FUND OR TRUST FUND shall mean the grantor
Trust established pursuant to the Cracker Barrel Old Country Store, Inc.
Non-Qualified Savings Plan Trust Agreement. Such Trust may hold the total
contributions made pursuant to the Plan by the Employer and by the
Participants, increased by any profits or income thereto and decreased by
any loss or expense incurred in the administration of the Trust or payments
therefrom under the Plan. Notwithstanding the existence of the Trust, this
Plan shall be considered an unfunded plan for purposes of Title I of ERISA.
SECTION 2.13. TRUSTEE shall mean the trustee under the Cracker Barrel
Old Country Store, Inc. Non-Qualified Savings Trust.
SECTION 2.14. VALUATION DATE shall mean each day of the year.
SECTION 2.15. YEAR OF SERVICE shall be as defined in the Qualified
Plan.
3
ARTICLE 3
SUPPLEMENTAL SAVINGS AND MATCHING CONTRIBUTIONS
SECTION 3.1. SUPPLEMENTAL SAVINGS AND MATCHING CONTRIBUTIONS. Each
Eligible Employee may elect to defer from 1% to 50% (in whole percentages)
of his Compensation as a Supplemental Savings Contribution. A similar but
separate election shall be available with respect to his Bonus. Such
election shall apply to Compensation earned after the effective date of the
election. Elections shall be made on a form prescribed by the Committee.
To be effective with respect to a Plan Year, the election must be made
prior to the beginning of such Plan Year; provided, however, that if an
Employee is designated by the Board as an Eligible Employee for a Plan Year
after the first day of such Plan Year, the Eligible Employee may make an
election within 30 days of being so designated with respect to Compensation
earned after the date of such election. Once effective, an election shall
remain in effect for that Plan Year and with respect to subsequent Plan
Years; provided that a Participant may modify or revoke the election
effective as of the first day of a subsequent Plan Year by filing a new
election with the Committee prior to the first day of such subsequent Plan
Year. Elections shall be made at such a time and in such a manner as the
Committee shall determine.
The Employer may contribute a Matching Contribution in an amount
established by the Board, subject to a maximum percentage of Compensation
deferred by a Participant (never to exceed 6%) established by the Committee
for each Plan Year. The Employer shall contribute the Participant's
Supplemental Savings Contributions to the Trust Fund and shall contribute
any Matching Contributions monthly, or as otherwise required by law. The
Matching Contributions, together with the Supplemental Savings
Contribution, shall be credited to the Participant's Accounts as of each
Valuation Date in accordance with Section 3.3.
SECTION 3.2. INVESTMENT ELECTIONS. Pursuant to rules adopted by the
Committee, a Participant shall request the manner in which his
contributions under the Plan are to be invested. Investment requests shall
be in 1% increments between any or all of the following mutual funds:
(a) Vanguard Prime Money Market Fund
(b) Vanguard 500 Index Fund
(c) Vanguard Bond Index Total Fund
(d) AIM Constellation Fund
(e) T. Rowe Price International Stock Fund
(f) Wells Fargo Stagecoach LifePath Funds.
The Committee shall consider the requests made by each Participant,
but shall in all events retain the right to make final investment direction
among the above mutual funds, or their successors chosen by the Committee.
4
SECTION 3.3. INVESTMENT INCOME AND ALLOCATIONS. Each Participant's
Supplemental Account ("account") shall be made up of subaccounts reflecting
his investment elections. As of each Valuation Date, a Participant's
Supplemental Account shall be adjusted in the manner and order stated:
(a) PAYMENTS: There shall be subtracted the total amount of any
payments made from the account since the preceding Valuation
Date.
(b) SUPPLEMENTAL SAVINGS CONTRIBUTIONS: There shall be added to the
account and to the appropriate subaccount, as directed by the
Participant, any Supplemental Savings Contributions made since
the preceding Valuation Date.
(c) NET GAIN OR LOSS: Each subaccount invested in an investment fund
will be increased or decreased to reflect a proportionate share
of the net increase or net decrease of the fund since the
preceding Valuation Date.
(d) MATCHING CONTRIBUTIONS: There shall be added to the account of
each Participant any Employer Matching Contributions made for
such Participant, pursuant to Section 3.1.
(e) TRANSFER OF INVESTMENT: Any change in the investment direction
by the Participant shall be put in effect on each Valuation Date
after all adjustments above have been made. There shall be added
or subtracted any amounts from one investment fund to another.
The subaccounts making up the account of the Participants shall
reflect such a change.
ARTICLE 4
VESTING, IN-SERVICE WITHDRAWALS, AND DEATH BENEFITS
SECTION 4.1. VESTING. Each Participant shall be at all times fully
vested in his Supplemental Savings Contributions, including any income or
losses thereon, held in his Supplemental Account. Each Participant shall
be vested in any Supplemental Employer Matching Contributions, including
any income or losses thereon, held in his Supplemental Account, according
to the following schedule:
YEARS OF SERVICE VESTED PERCENTAGE
1 20%
2 40%
3 60%
4 80%
5 or more 100%
SECTION 4.2. IN-SERVICE WITHDRAWALS. In no event shall a Participant
be entitled to Plan benefits prior to the date he terminates employment,
except as provided in Section 5.2.
SECTION 4.3. AMOUNT OF DEATH BENEFITS. If a Participant dies prior
to the date his benefit payment commences, his Beneficiary shall be
entitled to receive his account in a lump sum payment. The value of such
account shall be based on the Valuation Date succeeding the date of the
Participant's death.
5
SECTION 4.4. BENEFICIARY. The Participant shall designate a person
who shall receive the Participant's benefit under the Plan in the event of
the Participant's death. The Committee shall prescribe rules and forms for
such Beneficiary designation. In the event the Participant fails to make a
Beneficiary designation or in the event the designated Beneficiary
predeceased the Participant, a lump sum payment shall be made to the estate
of the Participant.
ARTICLE 5
DISTRIBUTION OF BENEFITS
SECTION 5.1. RETIREMENT AND TERMINATION OF EMPLOYMENT. The benefits
payable pursuant to this Plan may be paid either in a single lump sum or in
quarterly installments over a total period of one to ten years, commencing
upon the Participant's retirement, resignation or other termination of
employment with the Employer. Notwithstanding the above, the minimum
amount which can be payable in quarterly installments shall be $100.00 per
quarter. Upon initial enrollment in the Plan and at each ensuing annual
deferral election, each Participant shall specify his chosen method of
payment (and period if applicable). Such election may be changed by the
Participant upon actual retirement, at least 30 days prior to retirement.
All such elections shall be subject to the consent of the Committee.
The valuation of such benefits shall be made on each Valuation Date.
SECTION 5.2. HARDSHIP DISTRIBUTIONS. The Committee may authorize the
distribution of all or a portion of a Participant's Account prior to the
Participant's termination of employment in the event the Participant
establishes to the satisfaction of the Committee that distribution of such
benefits is necessary to alleviate or avoid severe financial hardship.
Severe financial hardship will be deemed to have occurred in the event of
the Participant's impending bankruptcy, the Participant's or dependent's
long and serious illness, total disability as determined under the
Employer's group long-term disability program, or any other event or
impending event whereby the Committee determines that the payment of such
portion or all of the Participant's Supplemental Account is in accordance
with the purposes of the Plan and in the best interests of the Participant.
Any Participant who receives a hardship distribution pursuant to this
Section 5.2 shall be precluded from making Supplemental Savings
Contributions until the first day of the Plan Year following the Plan Year
during which the hardship distribution was received.
SECTION 5.3. WITHHOLDING. All benefits paid under the Plan shall be
subject to applicable income and other tax withholding.
ARTICLE 6
FUNDING AND RIGHTS OF PARTICIPANTS
SECTION 6.1. UNFUNDED. This Plan is designed to be an unfunded, non-
qualified plan. The benefits under this Plan shall be payable under the
terms of the Trust Agreement. In the event of a conflict between the terms
of the Trust Agreement and the Plan, the terms of the Trust Agreement shall
govern.
6
SECTION 6.2. LIMITATION ON RIGHTS OF PARTICIPANTS AND BENEFICIARIES.
No Participant or Beneficiary shall have any preferred claim on, or any
beneficial ownership interest in, any assets of the Trust prior to the time
that such assets are paid to the Participant or Beneficiary as provided in
Article 5. The right of a Participant or Beneficiary to receive a benefit
hereunder shall be an unsecured claim against the general assets of the
Employer. Distribution, in good faith, of the Participant's complete
Supplemental Account balance shall be considered a full and complete
discharge of all of the Employer's obligation under this Plan.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1. LIABILITY OF EMPLOYER. Nothing in this Plan shall
constitute the creation of a trust or other fiduciary relationship between
the Employer and Eligible Employee, or between the Employer and Beneficiary
or any other person. The Employer shall not be considered a trustee by
reason of this Plan.
SECTION 7.2. ASSIGNMENT AND ALIENATION. No rights under this Plan
may be assigned, transferred, alienated, pledged, or encumbered by an
Eligible Employee or Beneficiary except by will or by applicable interstate
laws or other laws of descent and distribution.
SECTION 7.3. AMENDMENT OR TERMINATION. Cracker Barrel Old Country
Store, Inc. hereby reserves the right, by action of the Board, to amend or
terminate this Plan at any time. Upon termination of the Plan, all vested
benefits shall be paid in a lump sum to each Participant. Unvested amounts
shall be returned to the Employer.
SECTION 7.4. NO GUARANTEE OF EMPLOYMENT. Nothing in this Plan shall
be construed as guaranteeing future employment to Eligible Employees. An
Eligible Employee continues to be an Employee of the Employer solely at the
will of the Employer.
SECTION 7.5. ADMINISTRATION AND CLAIMS PROCEDURE. The Committee
shall be the Plan Administrator, within the meaning of the Employee
Retirement Income Security Act of 1974, as amended, and shall have the
authority with respect to this Plan that is co-extensive of that which the
plan administrator has with respect to the Qualified Plan, including but
not limited to the discretionary authority to construe and interpret the
Plan and to control and manage the operation and administration of the
Plan; provided, however, that with respect to the discretionary authority
set forth in Sections 3.1 and 5.2 hereof, the Committee and Board shall, in
exercising such authority, have authority to, among other things, construe
and interpret the Plan. The Committee and Board may adopt rules and
regulations regarding such administration of the Plan. The Claims
Procedure set forth in the Qualified Plan shall apply to claims for
benefits under the Plan, provided, however, that for purposes of applying
such Claim Procedure, the Committee referred to therein shall be the
Committee, except to the extent such claims pertains to the exercise of
discretion by the Committee or Board pursuant to Sections 3.1 or 5.2, in
which case the "Committee" referenced to shall be the Committee or Board,
as the case may be.
SECTION 7.6. UNCLAIMED BENEFITS. The Committee may in its discretion
either hold any unclaimed benefits under the Plan, or follow applicable law
with respect to such unclaimed benefits.
7
IN WITNESS WHEREOF, the Cracker Barrel Old Country Store, Inc. Non-
Qualified Savings Plan is executed on behalf of the Employer, on the second
day of February, 1996.
CRACKER BARREL OLD COUNTRY STORE, INC.
/s/Frank J. McAvoy, Jr.
______________________________________
Authorized Officer
/s/Michael A. Woodhouse
______________________________________
Authorized Officer
Attest:
/s/Michael J. Zylstra
___________________________
Corporate Secretary
8
Cracker Barrel Old Country Store, Inc.
Non-Qualified Savings Plan
Schedule A
In accordance with Section 2.5 of this Plan Document, employees in the
following select management and highly compensated positions shall be
eligible for the Plan. In all cases, however, the Committee shall have
final authority and discretion to determine those positions and employees
who will be eligible to participate in the Plan, regardless whether such
positions or employees are listed below.
ELIGIBLE POSITIONS
Officers
Department Directors
Regional Directors
District Managers
General Managers
Real Estate Managers
Chief Pilot
Import Buyer
Buyer 2
Facilities Services Manager
Manager, Field Operations
Marketing Manager
9