EXHIBIT 10(g)
CBRL Group, Inc.
2005 DEFERRED COMPENSATION PLAN
(Effective January 1,
2005)
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ARTICLE
I
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DEFINITIONS AND
CONSTRUCTION
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ARTICLE
II
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ADMINISTRATION
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ARTICLE
III
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PARTICIPATION
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ARTICLE
IV
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BENEFITS
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ARTICLE
V
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VESTING
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ARTICLE
VI
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TRUST
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ARTICLE
VII
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PAYMENT OF
BENEFITS
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ARTICLE
VIII
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IN-SERVICE
DISTRIBUTIONS
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ARTICLE
IX
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NATURE OF THE
PLAN
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ARTICLE
X
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EMPLOYMENT
RELATIONSHIP
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ARTICLE
XI
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AMENDMENT AND
TERMINATION
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ARTICLE
XII
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CLAIMS
PROCEDURE
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ARTICLE
XIII
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MISCELLANEOUS
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CBRL, INC.
2005 DEFERRED COMPENSATION
PLAN
WITNESSETH:
WHEREAS, effective as of January 1, 1994,
Cracker Barrel Old Country Store, Inc. (the “Company”)
adopted the Cracker Barrel Old Country Store, Inc. Deferred
Compensation Plan (the “Prior Plan”) to provide
retirement and incidental benefits for certain executive employees
of the Company; and
WHEREAS, effective as of January 1, 2003, CBRL
Group, Inc. assumed sponsorship of the Prior Plan, and amended and
restated the Plan in its entirety;
NOW, THEREFORE, in order to comply with the requirements of the
Code, as amended by the American Jobs Creation Act of 2004, and
effective as of the Effective Date, CBRL, Inc. hereby
adopts the CBRL, Inc. 2005 Deferred Compensation Plan, as set forth
herein or as hereafter amended, for the purpose of assuring
compliance with the Code with respect to deferrals of compensation
on or after January 1, 2005.
ARTICLE I
Definitions and
Construction
1.1
Definitions . This Plan shall be deemed to have
amended and restated the Prior Plan and, commencing on the
Effective Date, shall govern all amounts credited to a
Participant's Account other than Prior Plan
Deferrals. The terms of the Prior Plan shall remain in
effect with respect to the portion of a Participant's Account
consisting of Prior Plan Deferrals. Where the following
words and phrases appear in the Plan, they shall have the
respective meanings set forth below, un1ess their context clearly
indicates to the contrary.
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(a)
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Account:
A memorandum bookkeeping account established on the records of the
Company for a Member which is credited with amounts
determined
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pursuant
to Sections 4.1 and 4.2 of the Plan. As of any
determination date, a Member’s benefit under the Plan shall
be equal to the amount credited to his Account
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(b)
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Board: The
Board of Directors of the Company.
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(c)
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Committee: The
administrative committee appointed by the Board to administer the
Plan.
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(d)
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Company: CBRL
Group, Inc.
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(e)
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Compensation:
The total of all amounts paid by the Company to or for the benefit
of a Member for services rendered or labor performed while a
Member
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(as
reported for federal income tax purposes on such
Member’s Form W-2 or its equivalent), including the
Member’s deferral contributions to this Plan and to
the
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Qualified Plan
and any bonus awarded to such Member by the
Company.
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(f)
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Disability: A Member shall be
considered to be suffering from a Disability if the Member: (i) is
unable to engage in any substantial gainful
activity by
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reason of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous
period of not
less than twelve months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to
result in
death or can be
expected to last for a continuous period of not less than twelve
months, receiving income replacement benefits for a period
of not less than three
months under an
accident and health plan covering employees of the Member's
employer.
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(g)
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Distribution
Date: The date on which a Member's Account becomes
payable, as determined under Article VII.
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(h)
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Effective Date:
January 1, 2005.
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(i)
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Election: An election by a Member,
consistent with the terms of this Plan and in a form and manner
satisfactory to the Committee, to make elective
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deferral
contributions to the Plan for a Plan Year, and to specify a time
and form of payment for amounts attributable to the allocations to
the Member's Account
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(j)
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Interest
Credit: The interest applied to a Member’s Account as of the
end of each calendar quarter. Such interest shall be at one and
one-half
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percent (1.5%)
over the ten (10) year Treasury Bill rate in effect as of the
beginning of such calendar quarter.
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(k)
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Member: Any
management or highly compensated employee or outside director of
the Company who has been designated by the Committee
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as a Member of
the Plan until such employee ceases to be a Member in accordance
with Section 3.1 of the Plan.
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(l)
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Plan: The CBRL
Group, Inc. 2005 Deferred Compensation Plan, as set forth herein
and as amended from time to time.
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(m)
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Plan Year: The
twelve-consecutive month period commencing on the Effective Date,
and each twelve-consecutive month period commencing January
1
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(n)
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Prior
Plan: The CBRL Group, Inc. Deferred Compensation Plan,
as in effect immediately prior to the Effective Date of this
Plan.
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(o)
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Prior Plan
Deferrals: The amount which, immediately prior to the Effective
Date, was credited to the Member's Account and which on such date
was
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not subject to
forfeiture, and any Investment Credit allocated to such amount
since the Effective Date.
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(p)
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Qualified Plan:
The Cracker Barrel Old Country Store, Inc. and Affiliates Employee
Savings Plan , as amended from time to time.
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(q)
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Specified
Employee: A key employee (as defined in Section
416(i) of the Code, but without regard to paragraph (5) thereof) of
the Company.
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Provided,
however, that no Member shall be considered to be a Specified
Employee as of any date unless on such
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date the stock
of the Company is publicly traded on an established securities
market or otherwise.
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(r)
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Trust
Agreement: Any agreement which may be entered into between the
Company and the Trustee establishing a trust to hold and invest
contributions
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made by the
Company under the Plan and from which all or a portion of the
amounts payable under the Plan to Members and their beneficiaries
will be distributed.
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(s)
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Trust Assets:
All assets held by the Trustee under the Trust
Agreement.
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(t)
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Trustee: The
trustee or trustees qualified and acting under the Trust Agreement
at any time.
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(u)
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Unforeseeable
Emergency: A severe financial hardship to the Member
resulting from an illness or accident of the Member, the Member's
spouse,
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or a dependent
(as defined in section 152(a) of the Code) of the Member, loss of
the Member's property due to casualty, or other similar
extraordinary and
unforeseeable
circumstances arising as a result of events beyond the control of
the Member. An unforeseeable emergency will not
include the need to
send a
Member’s child to college or the desire to purchase a
home.
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1.2
Number and Gender . Wherever
appropriate herein, words used in the singular shall be considered
to include the plural and the plural to include the singular. The
masculine gender, where appearing in this Plan, shall be deemed to
include the feminine gender.
1.3
Headings . The headings of Articles and Sections
herein are included solely for convenience and if there is any
conflict between such headings and the text of the Plan, the text
shall control.
ARTICLE II
Administration
The Plan shall be administered by the Committee,
which shall be authorized, subject to the provisions of the Plan,
to establish rules and regulations and make such interpretations
and determinations as it may deem necessary or advisable for the
proper administration of the Plan, including, without limitation,
the discretionary power (1) to construe the Plan and the Trust,
(ii) to determine the eligibility of any employee of the Company or
its subsidiaries for participation in the Plan, and (iii) to
determine the eligibility for and amount of benefits payable to a
Member or the Member’s designated beneficiary hereunder. All
such rules, regulations, interpretations and determinations shall
be binding on all Plan Members and their beneficiaries. The
Committee shall be composed of not less than three (3) individuals
who shall be appointed by the Board. Each member of the Committee
shall serve until the member resigns or is removed by the Board.
Upon the resignation or removal of a member of the Committee, the
Board shall appoint a substitute member. No member of the Committee
shall have any right to vote or decide upon any matter relating
solely to himself or herself under the Plan or to vote in any case
which his individual right to claim any benefit under the Plan is
particularly involved. In any case in which a Committee member is
so disqualified to act, and the remaining members cannot agree,
the
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Board shall
appoint a temporary substitute member to exercise all the powers of
the disqualified member concerning the matter in which he or she is
disqualified. All expenses incurred in connection with the
administration of the Plan shall be borne by the
Company.
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ARTICLE III
Participation
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3.1
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Eligibility. Any management or highly compensated employee or
outside director of the Company shall become a Member upon
designation by the Committee.
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Once an
employee or outside director has been designated as a Member, he or
she shall automatically continue to be a Member until he or she has
received payment in full of all benefits accrued for him or her
under this Plan or until he or she is removed as a Member by the
Committee.
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3.2
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Election. Any Member may file an Election to defer receipt
of an integral percentage or sum certain (in an even $1,000 amount)
of his or her Compensation
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for any Plan
Year under the Plan. A Member’s Election to defer receipt of
Compensation for any Plan Year shall be made prior to the beginning
of such Plan Year, shall be
irrevocable for
such Plan Year, and shall specify the time and form of payment of
the portion of the Member's Account attributable to amounts
allocated to the Member's
Account for the
Plan Year. The reduction in a Member’s Compensation pursuant
to such Election shall be effected by substantially equal
Compensation reductions as
of each payroll
period within the Plan Year.
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3.3
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Initial Election.
Notwithstanding the provisions of
Section 3.2 above, Members may make their first Election during
such thirty (30) day period following the
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date on which
they become Members, provided, however, that such Election shall be
attributable only to Compensation for services to be performed
subsequent to the Election.
ARTICLE IV
Benefits
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4.1
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Amount of
Benefit. As of the
last day of each payroll period of each Plan Year, a Member’s
Account shall be credited with an amount equal to the
Compensation
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deferred under
the Plan pursuant to an election by the Member as described in
Article III for such payroll period. Additionally, the
Board, in its sole and absolute discretion, may, as of the last day
of each Plan Year, credit a Member’s Account with an
additional amount set by the Board. The crediting of additional
amounts to Members’ accounts need not be uniformly applied to
Members. As of any determination date, the benefit to
which a Member or his beneficiary shall be entitled under the Plan
shall be equal to the amount credited to such Member’s
Account as of such date.
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4.2
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Interest
Crediting . As of the
last day of each calendar quarter, the Account of each Member shall
be credited with the Interest Credit for such
calendar quarter.
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ARTICLE V
Vesting
All amounts credited to a Member’s Account
shall be fully vested and not subject to forfeiture for any reason;
provided, however, such amounts shall remain subject to the claims
of the general creditors of the Company, present and future, and no
payments shall be made under this Plan to any Member or a
Member’s designated beneficiary during any period in which
the Committee, in its sole and absolute discretion, determines that
the Company is insolvent and notifies the Trustee in writing of
such determination.
ARTICLE VI
Trust
In the event the Company establishes a Trust in
connection with this Plan, the Company may, from time to time and
in its sole discretion, pay and deliver money or other property to
the Trustee for the payment of benefits under the Plan.
Distributions due under the Plan to or on behalf of Members shall
be made by the Trustee in accordance with the terms of the Trust
Agreement and the Plan; provided, however, that the Company shall
remain obligated to pay all amounts due to such persons under the
Plan, to the extent that such amounts are not paid from the Trust.
Nothing in the Plan or the Trust Agreement shall relieve the
Company of its obligation to make the distributions required in
Article VII hereof except to the extent that such obligation is
satisfied by the application of funds held by the Trustee under the
Trust Agreement. No Member or beneficiary of a deceased Member
shall have any security or other interest in Trust Assets. Any and
all Trust Assets shall remain subject to the claims of the general
creditors of the Company, present and future, and no payment shall
be made under the Plan during any period in which the Committee, in
its sole and absolute discretion, determines that the Company is
insolvent and
