Employee Retention Agreement

 

 

Exhibit 10(o)

 

 

 

                                  May 12, 2005

 

 

 

Mr. N. B. Forrest Shoaf

6008 Hillsboro Pike

Nashville, TN 37215

 

Re:  Employee Retention Agreement

 

Dear Forrest:

 

     The Board of Directors of the CBRL Group, Inc.  recognizes the contribution

that  you  have  made to CBRL  Group,  Inc.  or one of its  direct  or  indirect

subsidiaries (collectively,  the "Company") and wishes to ensure your continuing

commitment to the Company and its business operations.  Accordingly, in exchange

for your  continuing  commitment  to the Company,  and your  energetic  focus on

continually  improving  operations,  the  Company  promises  you  the  following

benefits  if  your   employment  with  the  Company  is  terminated  in  certain

circumstances:

 

1.  DEFINITIONS.  As  used in this  Agreement,  the  following  terms  have  the

following meanings, which are equally applicable to both the singular and plural

forms of the terms defined:

 

     1.1 "Cause" means any one of the following:

 

          (a) personal dishonesty;

          (b) willful misconduct;

          (c) breach of fiduciary duty; or

          (d) conviction of any felony or crime involving moral turpitude.

 

     1.2 "Change in Control" means: (a) that after the date of this Agreement, a

person becomes the beneficial  owner,  directly or indirectly,  of securities of

the  Company  representing  20% or  more of the  combined  voting  power  of the

Company's  then  outstanding  voting  securities,  unless that  acquisition  was

approved by a vote of at least 2/3 of the directors in office  immediately prior

to the acquisition;  (b) that during any period of 2 consecutive years following

the date of this  Agreement,  individuals  who at the  beginning  of the  period

constitute members of the Board of Directors of the Company cease for any reason

to constitute a majority of the Board unless the election, or the nomination for

election by the Company's  shareholders,  of each new director was approved by a

 

<PAGE>

 

vote of at least 2/3 of the directors then still in office who were directors at

the  beginning  of  the  2-year   period;   (c)  a  merger,   consolidation   or

reorganization  of  the  Company  (but  this  provision  does  not  apply  to  a

recapitalization  or similar  financial  restructuring  which does not involve a

material  change in ownership of equity of the Company and which does not result

in a change in  membership of the Board of  Directors);  or (d) a sale of all or

substantially all of the Company's assets.

 

     1.3 "Change in Control Period" means a 2-year year period beginning the day

after a Change in Control occurs.

 

     1.4  "Change  in Duties or  Compensation"  means any one of: (a) a material

change  in your  duties  and  responsibilities  for the  Company  (without  your

consent) from those duties and responsibilities for the Company in effect at the

time a Change in Control  occurs,  which  change  results in the  assignment  of

duties and responsibilities  inferior to your duties and responsibilities at the

time such Change in Control occurs (it being  understood and acknowledged by you

that a Change in Control that results in two persons of which you are one having

similar or sharing duties and responsibilities shall not be a material change in

your duties and responsibilities);  (b) a reduction in your salary or a material

change in  benefits  (excluding  discretionary  bonuses),  from the  salary  and

benefits  in effect at the time a Change in Control  occurs;  or (c) a change in

the location of your work  assignment from your location at the time a Change in

Control  occurs to any  other  city or  geographical  location  that is  located

further than 50 miles from that location.

 

2.  TERMINATION  OF  EMPLOYMENT;  SEVERANCE.  Your  immediate  supervisor or the

Company's  Board of Directors may  terminate  your  employment,  with or without

cause,  at any time by  giving  you  written  notice of your  termination,  such

termination  of employment to be effective on the date  specified in the notice.

You also may  terminate  your  employment  with the  Company  at any  time.  The

effective date of termination  (the  "Effective  Date") shall be the last day of

your employment with the Company, as specified in a notice by you, or if you are

terminated  by the  Company,  the date that is  specified  by the Company in its

notice to you. The following  subsections  set forth your rights to severance in

the event of the  termination  of your  employment in certain  circumstances  by

either the Company or you.  Section 5 also sets forth  certain  restrictions  on

your activities if your  employment  with the Company is terminated,  whether by

the Company or you. That section shall survive any termination of this Agreement

or your employment with the Company.

 

     2.1  Termination by the Company for Cause. If you are terminated for Cause,

the Company shall have no further  obligation to you, and your  participation in

all of the Company's  benefit plans and programs shall cease as of the Effective

Date.  In the event of a  termination  for Cause,  you shall not be  entitled to

receive severance benefits described in Section 3.

 

     2.2  Termination by the Company Without Cause Other Than During a Change in

Control Period. If your employment with the Company is terminated by the Company

without Cause at a time other than during a Change in Control Period,  you shall

 

                                       2

 

 <PAGE>

 

be entitled to only those severance benefits provided by the Company's severance

policy or policies then in effect. You shall not be entitled to receive benefits

pursuant to Section 3 of this Agreement. 

 

     2.3  Termination  by the Company  Without  Cause During a Change in Control

Period. If your employment with the Company is terminated by the Company without

Cause  during a Change in  Control  Period,  you shall be  entitled  to  receive

Benefits  pursuant to Section 3. A termination  within 90 days prior to a Change

in Control which occurs solely in order to make you  ineligible for the benefits

of this  Agreement  shall be  considered a  termination  without  Cause during a

Change in Control Period.

 

     2.4 Termination By You For Change in Duties or Compensation During a Change

in Control Period. If during a Change in Control Period there occurs a Change in

Duties or Compensation you may terminate your employment with the Company at any

time  within  30  days  after  the   occurrence  of  the  Change  in  Duties  or

Compensation,  by giving to the Company not less than 120 nor more than 180 days

notice of  termination.  During the notice period that you continue to work, any

reduction in your Compensation  will be restored.  At the option of the Company,

following  receipt of this notice,  it may: (a) change or cure,  within 15 days,

the condition that you claim has caused the Change in Duties or Compensation, in

which case, your rights to terminate your  employment with the Company  pursuant

to this Section 2.4 shall cease (unless there occurs  thereafter  another Change

in Duties or  Compensation)  and you shall  continue  in the  employment  of the

Company  notwithstanding  the  notice  that you have  given;  (b)  allow  you to

continue  your  employment