Exhibit 10.1
CRACKER BARREL OLD COUNTRY STORE,
INC.
and
SUBSIDIARIES
FY 2010 Annual Bonus
Plan
ARTICLE I
General
1.1
Establishment of the Plan . Pursuant to the
Cracker Barrel Old Country Store, Inc. 2002 Omnibus Incentive
Compensation Plan (the “Omnibus Plan”), the
Compensation Committee (the “Committee”) of the Board
of Directors of Cracker Barrel Old Country Store, Inc. (the
“Company”) hereby establishes this FY 2010 Annual Bonus
Plan (the “ABP”).
1.2
Plan Purpose . The purpose of this ABP is to
specify appropriate opportunities to earn a bonus with respect to
the Company’s 2010 fiscal year in order to reward officers of
the Company and of its subsidiaries for the Company's financial
performance during fiscal year 2010 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. It is intended that the ABP shall in all respects
be subject to and governed by the provisions of the Omnibus Plan
and, except to the extent Annual Bonuses (as defined herein) are
paid on an accelerated basis pursuant to a Change in Control, that
all Annual Bonuses paid to Covered Employees shall constitute
qualified performance-based compensation under Section 162(m) of
the Code. The terms of this ABP shall in all respects be so
interpreted and construed as to be consistent with this
intention.
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 to those terms
defined in the Omnibus Plan and elsewhere in this ABP, whenever
used in this ABP, the following terms have the meanings set forth
below:
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(a)
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“2010
Operating Income” means, operating income during the 2010
fiscal year, excluding extraordinary gains or losses and the
effects of any sale of assets (other than in the ordinary course of
business), the effects of any
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refinancing of
the Company’s long-term indebtedness, the effects of changes
in accounting principles.
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(b)
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“Annual
Bonus” means the Award paid to a Participant after the
Committee determines that the Performance Goal has been achieved
and exercised its discretion in determining whether to pay the
Eligible Bonus or
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