AMENDED AND RESTATED STOCK OPTION PLAN

Exhibit 10.1

CRACKER BARREL OLD COUNTRY STORE, INC.

AMENDED AND RESTATED STOCK OPTION PLAN

(As amended through November 25, 2008)

The entire text of the Cracker Barrel Old Country Store, Inc. Amended and Restated Stock Option Plan, as now amended and restated (including certain conforming changes), is as follows:

1.   Name and Purpose .  The purpose of this Plan, which shall be known as the “Cracker Barrel Old Country Store, Inc. Amended and Restated Stock Option Plan” is to provide a means whereby the Company may, through the grant of Options to purchase Common Stock of the Company, attract and retain qualified individuals (including officers and directors who are also employees) and motivate those employees to exert their best efforts on behalf of the Company and its Subsidiaries.

2.   Definitions .  For purposes of this Plan, the following terms when capitalized shall have the meaning designated herein unless a different meaning is plainly required by the context.  Where applicable, the masculine pronoun shall mean or include the feminine and the singular shall include the plural:

(a)  “ Board ” means the Board of Directors of the Company.

(b)  “ Common Stock ” means Common Stock of the Company having a par value of 01/100 ($.01) dollars.

(c)  “ Disability ” means disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code.

(d)  “ Effective Date ” means the date on which this Plan, in its present form, was approved by the Shareholders, November 25, 1997.

(e)  “ Fair Market Value ” of the Common Stock of the Company shall be the last reported sale price of the Common Stock as reported by The Nasdaq Global Market (“Nasdaq”) on the day of the grant of the Option, and if such date is not a trading day, then the last reported sale price of the last trading day immediately preceding the day of the grant of the Option.

(f)  “ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended.

(g)  “ Option ” means a stock option granted pursuant to the Plan.

(h)  “ Optionee ” means any employee who receives Options granted under this Plan as well as the holder of any Options granted under this Plan prior to the Effective Date.

(i)  “ Parent ” means a parent corporation as defined in Section 424(e) and (g) of the Internal Revenue Code.

(j)  “ Plan ” means the Cracker Barrel Old Country Store, Inc. Amended and Restated Stock Option Plan.

(k)  “ Retirement ” means an employee who terminates his employment relationship with the Company at such time when such employee's age is at least 55 years, and the employee has 7 years tenure with the Company or longer.  Retirement specifically excludes severance agreements with the Company or termination for Just Cause.

(l)  “ Shareholders ” means the holders of the outstanding shares of the Company's Common Stock.

(m)  “ Subsidiary ” means an affiliated employer during any period that 50% or more of its common stock or, in the case of a partnership, 50% or more of the capital interest thereof is owned directly or indirectly by the Company or during any period that it is a member with the Company in a controlled group of corporations or is otherwise under common control with the Company within the meaning of Section 414(b) and (c) of the Internal Revenue Code.

(n)  “ Just Cause ” means matters which, in the judgment of the Committee, constitute any one or more of the following:

3.   Administration .

(a)  The Plan shall be administered by a committee (the "Committee") appointed by the Board of Directors of the Company (the "Board").  The Committee shall consist of two or more non- employee directors.  Eligibility requirements for members of the Committee shall conform with Rule 16(b)-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.  No person, other than members of the Committee, shall have any discretion concerning decisions regarding the Plan.

(b)  The Company shall grant to employees chosen by the Committee to participate in the Plan Options under, and in accordance with, the provisions of the Plan.  Each Option granted shall be evidenced by a stock option agreement in such form and containing such provisions not inconsistent with this Plan.

(c)  Without limiting the generality of the foregoing, the Committee shall have full and final authority in its discretion to interpret provisions of the Plan, to determine from time to time the individuals in the eligible group to whom the Options shall be granted and the number of shares to be covered by each proposed Option; to determine the purchase price of the shares covered by each Option and the time or times at which Options shall be granted; to interpret the Plan; to make, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the instruments by which Options shall be evidenced; and to make all other determinations necessary or advisable for the administration of the Plan.

4.   Eligibility .  The persons eligible to participate in the Plan as recipients of Options shall include the employees of the Company or of any Subsidiary of the Company (hereinafter called "employees").  The word "employees" does not include Directors of the Company as such, but does include Directors of the Company who are otherwise employed by the Company.  Nothing contained in this Plan, nor in any Option granted pursuant to the Plan, shall confer upon any employee any right to continue in the employ of the Company or any Subsidiary nor limit in any way the right of the Company or any Subsidiary to terminate his employment at any time.

5.   Shares Subject to the Plan .

(a)  The shares to be delivered by the Company upon exercise of options granted under this Plan are authorized and unissued shares of Common Stock.

(b)  The aggregate number of shares of Common Stock which may be sold pursuant to options granted under this Plan shall not exceed 17,525,702 shares; subject, however, to the adjustment provided in Paragraph 9 in the event of stock splits, stock dividends, exchanges of shares, or the like occurring after the Effective Date.  No Option may be granted under this Plan which could cause such maximum limit to be exceeded.

(c)  Shares of Common Stock covered by an option which is no longer exercisable shall again be available for sale pursuant to a grant of Options under this Plan.

6.   Terms of Options .  The Options granted under this Plan shall contain the following terms and conditions:

(a)   Option Price .  The Option price per share of Common Stock shall be equal to the Fair Market Value of the Company's Common Stock on the date specified by the Committee.

(b)   Time and Issuance of Options .  From time to time the Committee shall select from among those who are then eligible, the individuals to whom Options shall be granted and shall determine the number of shares to be covered by each Option.  Each individual thus selected shall, at such time as the Committee shall determine, be granted an Option with respect to the number of shares of Common Stock thus determined.  The recommendation or selection of an employee as a participant in any grant of Options under the Plan shall not be deemed to entitle the employee to such Option prior to the time when it shall be granted by the Committee; and the granting of any Option under the Plan shall not be deemed either to entitle such employee to, or to disqualify such employee from, any participation in any other grant of Options under the Plan.

In making any determination as to individuals to whom Options shall be granted and as to the number of shares to be covered by such Options, the Committee shall take into account the duties of the respective individuals, their present and potential contributions to the success of the Company, and such other factors as the Committee shall deem relevant in accomplishing the purposes of the Plan.  Notwithstanding any provision in the Plan to the contrary, the maximum number of shares of Common Stock with respect to one or more Options that may be granted during any one of the Company’s fiscal years under the Plan to any one Optionee shall be 250,000.

(c)   Period Within Which Option May be Exercised .  Each Option granted under the Plan shall specify the period for which the Option thereunder is granted and shall provide that the Option shall expire at the end of such period.

(d)   Transferability .  The Committee shall determine whether Options granted under this Plan may be assigned or transferred by the Optionee and, if an option is transferable, the Committee shall be authorized to restrict transferability to certain per