On
July 12, 2006, CBRL Group, Inc. (the “Company”) and Cyril J. Taylor, in
connection with the retirement of Mr. Taylor described below in Item 5.02(b),
entered into a Retirement Agreement (the “Agreement”) that is effective July 28,
2006 (the “Effective Date”). The Agreement provides that Mr. Taylor will
serve as a consultant to the Company from the Effective Date through October
31,
2007 (the “Consulting Term”), during the course of which he will receive salary
continuation in the aggregate of $593,750. Mr. Taylor also will receive
group health and life insurance benefits for himself and his dependents
for up
to the end of the Consulting Term. If Mr. Taylor serves as a consultant to
the Company during the entire Consulting Term certain existing stock options
and
shares of restricted stock will vest and become exercisable and/or
distributable, including: (a) existing options to purchase 36,231 shares
of
common stock, (b) 4,289 shares of restricted common stock awarded under
the
Company’s 2005 Long Term Incentive Plan (the “2005 Plan”) that will vest on
August 3, 2007 and will be distributed (along with any accrued dividends)
to Mr.
Taylor pursuant to the terms of the 2005 Plan, and (c) restricted shares
valued
at $207,812 (the actual number of shares to be determined by the share
price on
July 28, 2006) awarded under the 2006 Long Term Incentive Plan (the “2006 Plan”)
that will vest on August 4, 2008 and will be distributed (along with any
accrued
dividends) to Mr. Taylor pursuant to the terms of the 2006 Plan. Pursuant
to the Agreement, Mr. Taylor also relinquishes the grant of 10,000 shares
of
restricted stock made to him on March 16, 2006. The Agreement also
includes certain business protection provisions and a general release by
Mr.
Taylor. Reference is made to Exhibit 10.1 to this Current Report on Form
8-K, which is a complete copy of the Agreement.
Item 1.02. Termination of a
Material Definitive Agreement.
Entry into
the Agreement described above in Item 1.01 terminated the Employee
Retention Agreement dated as of March 16, 2006 between the Company and
Mr.
Taylor (the “Retention Agreement”). The Retention Agreement provided that
Mr. Taylor would receive a lump-sum salary payment equal to 2.99 times
the
average 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 was terminated due to a change in control or if his duties
or
compensation changed during a change in control period. “Change in
control” was 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. The Retention Agreement was filed as Exhibit 99.2 to the
Company’s Current Report on Form 8-K filed with the Commission on March 17,
2006.
Item 5.02. Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal
Officers.
(b) On July
13, 2006, the
Company announced the retirement of Cyril J. Taylor, President and Chief
Operating Officer of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”),
effective July 28, 2006. A press release announcing this
event was issued by the Company on July 13, 2006. See Section 7.01
below.
Item 7.01. Regulation FD
Disclosure.
A
copy of the press release issued by the Company on July 13, 2006 regarding
management reorganization at Cracker Barrel is furnished as Exhibit 99.1
to this
Current Report on Form 8-K and is incorporated herein by reference
Item 9.01.
Financial Statements
and Exhibits.
(d)
Exhibits.
10.1 Retirement Agreement between CBRL Group,
Inc. and
Cyril J. Taylor
99.1 Press Release issued by CBRL Group, Inc.
dated July
13, 2006