CBRL GROUP, INC.
LONG-TERM INCENTIVE PLAN
- --------------------------------------------------------------------------------
1. GENERAL.
1.01 Establishment of the Plan. The Board of Directors of CBRL
Group, Inc. hereby adopts this long-term incentive plan which shall be known as
the CBRL Group, Inc. Long-Term Incentive Plan (the "Plan").
1.02 Plan Purpose. The purpose of this Plan is to attract and
retain the best possible executive talent and 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.
1.03 Plan Administration.
a. The Plan shall ultimately be administered by the
Compensation and Stock Option Committee (the "Committee") of the Board of
Directors. Subject to the Committee's approval, the Chief Executive Officer of
the Company ("CEO") may assist in, and make recommendations regarding, the
administration of the Plan. The Committee may delegate responsibility for the
day-to-day administration of the Plan to the Compensation and Benefits
Department personnel, provided that those Company personnel follow any
administrative guidelines approved from time to time by the Committee.
b. Subject to the provisions of the Plan, the Committee shall
have exclusive and final authority to (1) select from the officers of the
Company those who shall participate in the Plan and be granted Performance
Awards ("Participants"), (2) make Performance Awards in any forms and amounts it
determines, (3) impose limitations, restrictions, and conditions upon the
Performance Awards as it deems appropriate, (4) interpret the Plan and adopt,
amend and rescind administrative guidelines and other rules and regulations
relating to the Plan, (5) correct any defect or omission or reconcile any
inconsistency in this Plan or in any Performance Award granted under the Plan,
and (6) make all other necessary determinations and take all other actions
necessary or appropriate for the implementation and administration of the Plan.
The Committee's determinations on matters within its authority shall be
conclusive and binding upon the Company and all other Persons.
c. All expenses associated with the Plan shall be borne by the
Company subject to all allocations to its subsidiaries, affiliates and operating
units as it deems appropriate.
2. DEFINITIONS.
2.01 Definitions. Whenever used in this document, the following
terms shall have the meanings set forth below:
a. "Annual Stock Options" means those stock options
constituting a part of a Participant's long-term incentive award, but which are
granted from time to time on a yearly basis pursuant to a stock option plan of
the Company which has been approved by the Company's shareholders.
b. "Board" means the Board of Directors of the Company.
c. "Cash Opportunity Award" means any cash award which may be
earned by a Participant when specified Performance Goals and any applicable
award conditions are met and which is determined by a formula or standards
established by the Committee pursuant to Section 4.03.
d. "Change in Control" is defined in Section 8.02.
e. "Committee" means the Compensation and Stock Option
Committee of the Board, the members of which are not Plan Participants, have
been appointed by the Board, and have been given responsibility for
administration of the Plan.
f. "Company" means CBRL Group, Inc., and includes its
subsidiaries and affiliates.
g. "For cause" means termination of a Participant's employment
by the Company due to (1) the Participant's serious, willful misconduct in
respect of, or failure to perform, his or her duties; (2) commission of a felony
or perpetration of a material fraud or material crime involving moral turpitude;
(3) willful failure to comply with any material applicable laws with respect to
the execution of the Company's business; (4) theft, fraud, embezzlement,
dishonesty or other conduct which has resulted, or is likely to result in
material economic damage to the Company, or which has resulted or was intended
to result in direct or indirect gain to, or personal enrichment of the
Participant.
h. "Participant" means an officer of the Company meeting the
defined eligibility criteria for participation in the Plan and approved for
participation by the Committee.
i. "Performance Awards" means the awards established by the
Committee pursuant to Section 4.03.
j. "Performance Goals" means the goals established by the
Committee pursuant to Section 4.02.
k. "Performance Period" means the period designated by the
Committee pursuant to Section 4.01.
l. "Person" means any individual, corporation, partnership,
limited liability company, association, joint-stock company, trust,
unincorporated organization, or government or its political subdivision.
m. "Program" means an award program established by the
Committee which designates the Performance Period, Performance Goals and
formulas or standards for determining the amounts of Performance Awards payable
under the Plan.
3. Eligibility and Participation.
3.01 Eligibility. Eligibility for participation in the Plan is limited
to CEO and those officers of the Company that meet criteria established from
time to time by the Committee.
3.02 Participation. Participation in the Plan shall be determined by
the Committee and may be based on recommendations by the CEO or his designee.
The Committee shall consider such factors as it deems pertinent in selecting
Participants and in determining the type and amount of their respective
Performance Awards.
3.03 Partial Year Participation. Participants who become eligible after
the beginning of a Performance Period, but prior to the first calendar day of
the last year of the Performance Period, may, in the Committee's sole
discretion, participate for the Performance Period on a pro-rata basis
determined by the number of calendar months of actual participation. Such
situations may include, but are not limited to new hires, to promotions
affecting Plan participants, and to promotions or transfers to an eligible
position from an ineligible position.
3.04 Committee Discretion. The Committee retains the right, in its sole
discretion, to prohibit or allow participation in a Performance Period and to
determine eligibility for participation. Designation of a Participant in any
year shall not require the Committee to designate that person to receive a
Performance Award in any other year or to receive the same type or amount of
Performance Award as granted to the Participant in any other year or as granted
to any other Participant in any year.
4. Performance Awards.
4.01 Performance Period. For each Program, the Committee shall
establish a Performance Period (which shall not exceed 10 years) over which
performance will be measured to determine whether and in what amounts to pay
Performance Awards to Participants.
4.02 Performance Goals and Award Conditions. The Committee shall
establish Performance Goals and other award conditions or criteria that shall be
based upon, or geared to encourage, attainment of specific business objectives
and other measures of individual, business unit or Company performance, and any
other appropriate goals or a combination of goals as determined by the
Committee. No Performance Award shall be paid if the applicable Performance
Goals and award conditions are not satisfied. However, Performance Goals and
award conditions may include standards for partial achievement and may provide
for a partial award for partial achievement. The Committee shall also have sole
discretion to adjust the Performance Goals and award conditions for each
Participant during a Performance Period, if it determines that external changes
or other unanticipated business conditions have materially affected the fairness
of the goals or conditions and unduly influenced the Participant's ability to
meet them.
4.03 Performance Awards. Performance Awards, such as the LTI target
award and similarly designated awards, may consist of Annual Stock Options or
Cash Opportunity Awards, of other cash, restricted stock or stock options, or of
any combination, to be issued with or without any payment in exchange, in the
event the Performance Goals established by the Committee are achieved during the
Performance Period. For each Performance Period, the Committee shall designate
an objective formula or standard for determining each Participant's Performance
Award. The Committee shall have the discretion to increase or reduce the amount
of any Participant's Performance Award above or below the standard or formula
amount to reflect individual performance and unanticipated factors.
4.04 Payment of Performance Awards. After the close of each Performance
Period, or upon the earlier vesting of Performance Awards upon the attainment of
previously established and specified Company Performance Goals and award
conditions, when appropriate financial information is available, the Committee
shall formally certify the achievement of any applicable Performance Goals and
the amounts of any Performance Awards payable or to be granted to the
Participants under the applicable formulas or standards. Cash Opportunity Awards
earned may be paid in stock or in cash, in a single sum or in periodic
installments, or by a combination, all as the Committee in its sole discretion
determines. The timing of payment of all Performance Awards to Participants is
within the discretion of the Committee.
4.05 Acceleration of Vesting. The Committee, in its sole discretion,
may accelerate partial or total vesting of any Performance Award upon
achievement of specified Company Performance Goals or upon a Participant's
termination other than termination for cause.
5. Termination of Employment.
5.01 Termination of Employment Other Than For Cause. If a Participant's
employment is terminated other than for cause or by voluntary resignation, the
Performance Award under an award Program will be paid to the extent it is vested
under the specifics of that Program, and it shall be reduced to reflect
participation prior to termination only. If paid, in the specified
circumstances, the reduced award shall be based upon the number of calendar
months of participation during the Performance Period prior to termination. In
the case of a Participant's disability, the employment termination shall be
deemed to have occurred on the date the Committee determines, pursuant to the
Company's then current group long-term disability insurance benefit for
officers, that the definition of disability was satisfied. The pro-rated
Performance Award thus determined shall be payable as soon as practicable
following the end of the year in which employment termination occurred, or
sooner, as determined by the Committee in its sole discretion.
5.02 Termination of Employment For Cause. If a Participant's employment
is terminated for cause (of which the Committee shall be the sole judge), or the
Participant voluntarily resigns, all of the Participant's rights to a
Performance Award for the Performance Period then in progress shall be
forfeited, unless otherwise specifically stated in the applicable award Program.
However, in any case, the Committee, in its sole discretion, may pay a partial
award for the portion of that Performance Period that the Participant was
employed by the Company, computed and payable as determined by the Committee.
6. Rights of Participants.
6.01 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.
6.02 Non-Transferability. No right or interest of any Participant in
the Plan shall be assigned or transferred, or be made subject to any lien,
directly, by operation of law or otherwise, including, but not limited to,
execution, levy, garnishment, attachment, pledge and bankruptcy.
7. Beneficiary Designation.
7.01 Designation. If set forth in the specific award Program, each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death.
7.02 Revocation. Each designation shall revoke all prior designations
by the same Participant and shall be effective only when filed by the
Participant in writing with the Compensation and Benefits Department during his
or her lifetime.
7.03 Default. Upon the death of a Participant, in the absence of any
beneficiary designation, or if the designated beneficiary is no longer living,
payment of benefits shall be made to the executor or administrator of the estate
of the deceased Participant or the person or persons to whom the deceased
Participant's rights in the benefit shall pass by will or the laws of descent
and distribution.
8. Change in Control.
8.01 Effect of Change in Control. Unless expressly stated otherwise in
the award Program, upon a Change in Control of the Company (as defined in
Section 8.02), any Performance Award that has not expired or been forfeited
shall be considered earned and shall become fully payable on the assumption that
all Performance Goals have been fully achieved throughout the entire Performance
Period. If a Participant is not fully vested in his or her Performance Award
upon a Change in Control, the Performance Award shall be fully vested effective
as of the day prior to the date of the Change in Control. The Performance Award
shall be payable to the Participant as soon as administratively possible, but no
later than 30 days following a Change in Control.
8.02 Definition of Change in Control. For purposes of this Plan, a
Change in Control shall be deemed to have occurred if: (a) any Person (other
than the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3
of the Securities Exchange Act of 1934, as amended (the "Act")), directly or
indirectly, of Company securities that represent 50% or more of the combined
voting power of the Company's then outstanding securities; (b) during any period
of 2 consecutive years, individuals who at the beginning of that period
constitute the Board cease for any reason to constitute at least a majority of
the Board, unless the election or the nomination for election by the Company's
shareholders of each new director is approved by a vote of at least 2/3 of the
directors then still in office who were directors at the beginning of the
period, but excluding any individual whose initial assumption of office occurs
as a result of either an actual or threatened election contest (as such term is
used in Rule 14a-11 of Regulation 14A promulgated under the Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a person
other than the Board; (c) there is a consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of the Company's common stock are converted into cash, securities
or other property, other than a merger of the Company in which the holders of
the Company's common stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger; (d) there is a consolidation or merger of the Company in which
the Company is the continuing or surviving corporation in which the holders of
the Company's common stock immediately prior to the merger do not own 70% or
more of the stock of the surviving corporation immediately after the merger; (e)
there is a sale, lease, exchange or other transfer (in one transaction or a
series of transactions) of all, or substantially all, of the assets of the
Company; or (f) the shareholders of the Company approve any plan or proposal for
the liquidation or dissolution of the Company.
9. Amendment, Modification and Termination.
The Committee, in its sole discretion, without notice, at any time and
from time to time, may modify or amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely; provided, however,
that no modification, amendment, suspension or termination may, without the
consent of a Participant (or his or her beneficiary after the death of a
Participant), reduce any rights or payments or distributions to which a
Participant (or his or her beneficiary, as the case may be) is otherwise
entitled.
10. Miscellaneous Terms.
10.01 Governing Law. This document and the parties to it shall be
governed by, and the validity, construction and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with, the
laws of the State of Tennessee and applicable Federal law.
10.02 Withholding. The Company has the right to deduct from all
payments under the Plan any Federal, state or local taxes required by law to be
withheld with respect to the payments. The Participant or the Participant's
beneficiary or beneficiaries are responsible for payment of all taxes related to
a payment or delivery of property under the Plan, and shall immediately
reimburse the Company for all taxes whenever the Company advanced payment of
taxes on behalf of any recipient.
10.03 No Limit on Other Compensation Arrangements. Nothing contained in
this Plan prevents the Company from adopting or continuing in effect other or
additional compensation arrangements, and those arrangements may be either
generally applicable or applicable only in specific cases.
10.04 Severability. If any provision of the Plan, or in any Performance
Award issued under the Plan, is, becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction, or as to any Participant or Performance
Award, or would disqualify the Plan or any Performance Award under any law
deemed applicable by the Committee, that provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Performance Award, that provision shall be stricken as
to the affected jurisdiction, Participant or Performance Award, and the
remainder of the Plan and any affected Performance Award shall remain in full
force.
10.05 No Trust or Fund Created. Neither the Plan nor any Performance
Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company and a Participant or the
Participant's beneficiary or beneficiaries. To the extent that any Participant
or the Participant's beneficiary acquires a right to receive payments or
property from the Company pursuant to a Performance Award, that right shall be
no greater than the right of any unsecured general creditor of the Company.
10.06 Plan Attachments. As the Committee issues awards pursuant to this
Plan, the Committee may evidence those awards by letters or other appropriate
documentation. For record keeping purposes, those letters or other documents may
be attached to this Plan and those attachments will show the Plan grants and
awards which are in effect from time to time.