Exhibit 10.3
CBRL GROUP, INC.
and
SUBSIDIARIES
FY 2005 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 2005 Annual Bonus Plan (the "ABP").
1.2 Plan Purpose. The purpose of this ABP is to specify appropriate
opportunities to earn an Annual Bonus in order to reward officers of the Company
and of its subsidiaries for the Company's financial performance during fiscal
year 2005 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, whenever used in this plan, the
following terms have the meanings set forth below:
(a) "Additional Performance Factor" is that portion of the Annual
Bonus based upon the degree of achievement of 2005 Plan
Income, revenue growth, and operating margins or store
operating margins during the Company's 2005 fiscal year and it
ranges from 100% to a high of 130% in the case of the Company,
and to a high of 155% in the case of the Company's principal
operating subsidiaries, calculated according to Schedule 1
attached to and part of this ABP.
(b) "Annual Performance Bonus Component" is that portion of the
Annual Bonus based upon the degree of achievement of Threshold
Income during the Company's 2005 fiscal year and earned as
follows:
Percent of Threshold Income Achieved Component
------------------------------------ ---------
Less than Threshold Income 0
Threshold Income 60%
Ratably above Threshold
up to 2005 Plan Income Between 60% and 100%
2005 Plan Income 100%
(c) "Company Performance Factor" means a percentage resulting from
adding the Quarterly Performance Bonus Component, if any, to the result obtained
by multiplying the Additional Performance Factor by the Annual Performance Bonus
Component.
(d) "Individual Performance Factor" means a percentage resulting from
measurement of the achievement of bonus factors established specifically for
each Participant during the first 90 days of the Company's 2005 fiscal year.
(e) "Performance Period" means the Company's 2005 fiscal year.
(f) "Quarterly Objectives" means: in the case of the Company,
consolidated net income and operating margin; and, in the case of the Company's
principal operating subsidiaries, their operating income and operating margin.
(g) "Quarterly Performance Bonus Component" is that portion of the
Company Performance Factor of the Annual Bonus that is based upon achievement of
Quarterly Objectives in each of the fiscal quarters during the Company's 2005
fiscal year. The Quarterly Performance Bonus Component provides an opportunity
to earn a discrete bonus increment of up to 20% (if both quarterly objectives
are achieved or exceeded for all four quarters) based on achievement of
Quarterly Objectives established in the Company's FY 2005 Annual Plan. The
Quarterly Objectives are either achieved or not, and there is no credit given
for either partial achievement or over-achievement.
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Operating Income/Net Income Operating Margin
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Quarterly Bonus Quarterly Bonus
Goal Achieved for: Component Component
------------------- --------- ---------
One quarter 0% 0%
Two quarters 2.5% 2.5%
Three quarters 5.0% 5.0%
Four quarters 10.0% 10.0%
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(h) "Threshold Income" means: in the case of the Company, the Company's
consolidated net income during fiscal year 2004; and, in the case of the
Company's principal operating subsidiaries, each subsidiary's operating income
in fiscal year 2004.
(i) "Target Bonus" means an Award equal to a Participant's base salary
at the end of the Company's 2004 fiscal year multiplied by that Participant's
Target Percentage.
(j) "Target Percentage" means a percentage applicable to each
Participant that has been established by the Committee within the first 90 days
of the Company's 2005 fiscal year 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 2005 fiscal year.
ARTICLE III
Eligibility and Participation
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 2005
fiscal year, and those hired or promoted during the fiscal year and at that time
designated as Participants by the Committee.
ARTICLE IV
Awards
4.1 Qualified Performance Measures. The Qualified Performance Measures
for the ABP shall be a combination of the achievement of the Quarterly
Objectives and Additional Performance Factor during the Company's 2005 fiscal
year as specified in the Company's 2005 Annual plan and in this ABP.
Payment of Awards. After the close of the Performance Period, the
Committee shall certify in writing the achievement of the applicable Qualified
Performance Measures and the amounts of any Awards payable to the Participants
under all applicable formulas and standards. The Award due any Participant shall
be calculated by multiplying that Participant's Company Performance Factor times
the Individual Performance Factor times the Target Bonus. The Award amount shall
be paid to each Participant within a reasonable time after certification of the
achievement of the Qualified Performance Measures by the Committee.
ARTICLE V
Termination of Employment
5.1 Termination of Employment. Except upon death or disability, if,
prior to the certification of the Award as set forth in Section 4.2, a
Participant's employment is terminated or the Participant voluntarily resigns,
all of the Participant's rights to an ABP Award for the Performance Period shall
be forfeited. If a Participant's employment is terminated because of a
Participant's death or disability, the Award 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 4.2.