Employee
Retention Agreements with Messrs. Barber, Maxwell and Turner
The
Board
of Directors of the Company recently elected Douglas E. Barber, who serves
as
Senior Vice President Restaurant Operations of Cracker Barrel Old Country
Store,
Inc., Terry A. Maxwell, who serves as Senior Vice President Retail Operations
of
Cracker Barrel Old Country Store, Inc., and Simon Turner, who serves as
Senior
Vice President Marketing & Innovation and Chief Marketing Officer of the
Company, as “executive officers” of the Company, as such term is defined in Rule
3b-7 of the Securities Exchange Act of 1934. In connection with their election
as executive officers, the Company entered into an employee retention agreement
with each of Messrs. Barber, Maxwell and Turner on August 14, 2006 (each
an
“Employee Retention Agreement”).
The
Employee Retention Agreement for each of Messrs. Barber, Maxwell and Turner
provides that each such executive officer will receive a lump-sum salary
payment
equal to 2.00 times his average annual base salary and bonus for the 3
years
prior to a “change in control,” and benefits including continuation of and
payments for health benefits for a 2-year period if he is terminated due
to a
change in control or if his duties or compensation changed during a change
in
control period. Additionally, all stock options and restricted stock that
have
not vested or do not automatically vest upon a change in control of the
company
shall be paid out in a lump sum cash distribution equal to the number of
shares
subject to non-vested options or restricted stock grants held by such executive
officer and multiplied by the difference between the closing price of the
stock
immediately prior to the change in control and the applicable exercise
price or
stock grant values of the non-vested shares. “Change in Control” is defined to
include certain circumstances in which a person becomes the beneficial
owner of
securities representing 20% or more of the combined voting power of the
Company’s voting stock, a majority of the Company’s Board changes within a
2-year period, or the Company merges, consolidates or reorganizes.
Reference
is made to Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form
8-K,
which are complete copies of the Employee Retention Agreements for Messrs.
Barber, Maxwell and Turner, respectively.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
10.1 |
Agreement
by
and between David L. Gilbert and CBRL Group, Inc. effective as
of July 15,
2006
|
10.2 |
Retention
Agreement for Douglas E. Barber dated August 12,
2006
|
10.3 |
Retention
Agreement for Terry A. Maxwell dated August 12,
2006
|
10.4 |
Retention
Agreement for Simon Turner dated August 12, 2006
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
August 15, 2006 CBRL
GROUP, INC.
By:__/s/
N.B. Forrest
Shoaf_______________________
Name:
N.B. Forrest
Shoaf
Title:
Senior
Vice President, Secretary and
General Counsel
-4-