Exhibit 10(i)
Amendment No. 1
to
CBRL GROUP, INC.
2002 OMNIBUS INCENTIVE COMPENSATION PLAN
(Approved by shareholders 11/23/04)
1. Sections 1, 6, 19, 24 and 26 of the 2002 Omnibus Incentive Plan each are
amended by deleting the references to "Outside Director Option" or "Outside
Director Options" each time those terms appear and replacing them respectively
with "Outside Director Award" or "Outside Director Awards".
2. Section 2.20 of the 2002 Omnibus Incentive Plan is hereby amended by
deleting the present section in its entirety and substituting the following:
2.20 "Outside Director Award" means either a Director Option or a Director
Stock Award or combination thereof awarded to an Outside Director under Section
27.
3. Section 27 of the 2002 Omnibus Incentive Plan is hereby amended by
deleting the present section in its entirety and substituting the following:
AWARDS TO OUTSIDE DIRECTORS.
27.1 Application. The provisions of this Section 27 apply only to Outside
Director Awards made in accordance with this Section. Except as expressly set
forth herein, the Committee shall have no authority to determine the timing of
or the terms or conditions of any Outside Director Award.
27.2 Awards, Restrictions and Conditions.
a. At the Effective Date, each person elected to serve as an Outside
Director on that date will receive a non-qualified stock option
(within the meaning of Section 8.1) to purchase 5,000 shares of
Common Stock. The date on which the election occurs is the date
of this grant. The exercise price per share of each option
granted pursuant to this Section 27.2a. shall equal the Fair
Market Value per share of Common Stock on the last business day
immediately prior to the date of this grant. These options shall
vest and become exercisable in 3 equal annual installments, with
the first 1/3 vesting on the first anniversary of the date of
this grant.
b. On the date of each Annual Meeting of Shareholders of the Company
following the Annual Meeting of Shareholders in 2004, unless this
Plan has been previously terminated, each Outside Director who
will continue as a director following the meeting will receive
either (1) a non-qualified stock option
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(within the meaning of Section 8.1) to purchase up to 5,000
shares of Common Stock (a "Director Option"), (2) a Stock Award
of up to 2000 shares of Common Stock or Units of Common Stock (a
"Director Stock Award"), or (3) any combination of Director
Option or Director Stock Award, each subject to the maximum
amounts set forth in clauses (1) and (2). The date on which the
Annual Meeting of Shareholders occurs shall be deemed the date of
the grant of either a Director Option or a Director Stock Award.
The exercise price per share of a Director Option shall equal the
Fair Market Value per share of Common Stock on the last business
day immediately prior to the date of the grant. Both Director
Options and Director Stock Awards shall vest (and, in the case of
Director Options, become exercisable) in 3 equal annual
installments with the first 1/3 vesting on the first anniversary
of the date of the grant. Before the end of each fiscal year, the
Committee shall designate the number of shares (or Units) of
Common Stock (up to the maximums set forth above) that will be
subject to Director Options and/or Director Stock Awards at
succeeding Annual Meeting of Shareholders. Unless there is a
change in designation, any designation made in a prior year shall
continue until modified or rescinded.
c. If any person who was not previously a member of the Board is
elected or appointed an Outside Director following the Effective
Date, but prior to the July 31 immediately preceding the first
annual meeting of shareholders following his or her election or
appointment, that Outside Director will receive a Director Option
to purchase 5,000 shares of Common Stock. The date prior to July
31 on which the election or appointment occurs shall be deemed
the date of the grant. The exercise price per share of a Director
Option granted pursuant to this Section 27.2.c. shall equal the
Fair Market Value per share of Common Stock on the last business
day immediately prior to the date of the grant. These options
shall vest and become exercisable in 3 equal annual installments,
with the first 1/3 vesting on the first anniversary of the date
of this grant.
d. No Director Option shall be exercisable prior to vesting. Each
unexercised Director Option shall expire on the 10th anniversary
of the date of grant.
e. The exercise price of a Director Option may be paid in cash or in
shares of Common Stock which have been owned for at least 6
months (or any shorter or longer period necessary to avoid a
charge to the Company's earnings for financial reporting
purposes), and including shares of Common Stock subject to a
Director Option.
f. Outside Director Awards shall not be transferable without the
prior written consent of the Board other than transfers by the
Outside Director (i) to a member of his or her Immediate Family
or a to trust for the benefit of the Outside Director or a member
of his or her Immediate Family, directly or by will or by the
laws of descent and distribution, or (ii) to a fund affiliated
with him or her.
g. Grantees of Outside Director Awards shall receive and Award
Notice setting forth other terms and restrictions as provided in
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this Plan and, in the case of a Director Option, the exercise
price.
h. Upon termination of an Outside Director's service as a Company
director, (i) all Outside Director Awards that are vested and/or
exercisable and held by that Outside Director will remain vested
and/or exercisable through their expiration dates and (ii) all
remaining Outside Director Awards held by that Outside Director
will vest and/or become exercisable to the extent of any shares
that would have vested and/or become exercisable within a
12-month period ending on the anniversary date of termination of
service. Any Director Options which vest under this provision
must be exercised, if at all, within that same 12-month period,
unless the director has qualified for retirement from the Board
by reaching at least 50 years of age and having served at least 7
years as a director of the Company. After reaching retirement
status, a director whose Board service ends will be permitted to
exercise all options vested pursuant to these provisions until
the stated expiration date of the options. Any unvested Outside
Director Award held by the Outside Director on the date of
termination of service will lapse and be forfeited to the extent
that they do not vest and/or become exercisable pursuant to the
preceding sentences. The Board may, in its sole discretion, elect
to accelerate the vesting of any Outside Director Award in
connection with the termination of service of any individual
Outside Director.
i. Outside Director Awards shall be subject to Section 26. The
number of shares and the exercise price per share of each
existing Director Option shall be adjusted automatically when,
and in the same manner as, the number of shares and the exercise
price of Stock Options under Section 19 are adjusted pursuant to
Section 19. The number of shares underlying potential future
Director Options shall be adjusted automatically when, and in the
same manner as, the number of shares underlying outstanding Stock
Options are adjusted pursuant to Section 19.
j. The Board, in its sole discretion (and absent other express
action, without affecting the size of future option grants), may
reduce the size of any Outside Director Award prior to grant or
to postpone or extend the vesting and exercisability of any
Outside Director Award prior to grant.