UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 1, 2005
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
305 Hartmann Drive, Lebanon, Tennessee 37087
(615) 444-5533
Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On July 1, 2005 CBRL Group, Inc. (the "Company") entered into an employment
agreement (the "Agreement"), effective as of August 1, 2005 (the "Effective
Date"), with Michael A. Woodhouse. Mr. Woodhouse currently serves as the
Chairman, President and Chief Executive Officer of the Company.
Under the Agreement, Mr. Woodhouse will continue to serve as the Chief
Executive Officer of the Company and, during its term, also is required to hold
either the title of Chairman or President. Unless extended or earlier
terminated, the Agreement will terminate on July 31, 2008. Beginning August 1,
2008, the Agreement automatically will be extended for one-year terms on each
annual anniversary of the Effective Date (the "Anniversary Date") unless either
Mr. Woodhouse or the Company gives at least twelve months notice of that party's
intention to allow the Agreement to expire at the next Anniversary Date.
Additionally, in the event of a Change in Control (defined below), the then
existing term of the Agreement is extended for two years.
The Agreement requires the Company to pay Mr. Woodhouse a base salary of
$875,000, which may be increased from time to time ("Base Salary"), and an
annual bonus with a target of no less than 150% of Base Salary. This annual
bonus is not a guarantee but is subject to satisfaction of such performance and
other criteria as may be established by the Company's Compensation and Stock
Option Committee (the "Committee"). The Agreement also provides for Mr.
Woodhouse to receive a restricted stock grant of 125,000 shares (the "Restricted
Shares"), which vest 60% on September 15, 2008, 20% on September 15, 2009, and
20% on September 15, 2010, subject to achieving performance criteria that have
been established by the Committee relative to Earnings Before Interest, Taxes,
Depreciation, Amortization and Rent.
The Agreement provides that Mr. Woodhouse is entitled to participate in
incentive, savings and retirement plans, practices, policies and programs
applicable generally to senior executive officers of the Company.
The Agreement may be terminated at any time by the Company without any
liability under the following conditions, each of which constitutes "Cause": (a)
fraud or breach by Mr. Woodhouse of securities laws or other willful or grossly
negligent acts resulting in investigation by the Securities and Exchange
Commission that adversely affects the Company or Mr. Woodhouse's ability to
perform his duties, (b) attending work in a state of intoxication or otherwise
being found in possession at work of any prohibited drug or substance, (c)
personal dishonesty or willful misconduct in connection with his duties, (d)
breach of fiduciary duty to the Company involving personal profit, (e)
conviction of a felony or a crime involving moral turpitude, (f) material
intentional breach by Mr. Woodhouse of any provision of the Agreement or any
other Company policy adopted by the Board, or (g) continued failure to perform
duties after a written demand from the Board.
If the Company terminates the Agreement other than for Cause, the Company
is required to pay Mr. Woodhouse, in addition to any amounts owed through the
date of termination of employment, including a prorated portion of any then
existing incentive or bonus plan applicable to Mr. Woodhouse (the "Accrued
Obligations"), three times his annual Base Salary payable over twenty-four
months. In addition, the Restricted Shares vest and become distributable,
subject to the achievement of performance goals through the end of the fiscal
quarter prior to the date of termination. With respect to any unvested stock
options that would have vested during the term of the Agreement, the Company is
required to pay Mr. Woodhouse an amount equal to the difference between the
market value and the exercise price(s) of the shares subject to such options.
Mr. Woodhouse's participation in the life, medical and disability insurance
programs of the Company continues for up to twenty-four months following
termination of the Agreement without Cause.
If Mr. Woodhouse dies during the term of the Agreement, the Company is
required to pay to Mr. Woodhouse's estate, in addition to any Accrued
Obligations, one year's Base Salary in a lump sum payment. If Mr. Woodhouse
becomes disabled during the term of the Agreement, the Company may terminate Mr.
Woodhouse's employment. In such event, the Company is required to pay Mr.
Woodhouse, in addition to any Accrued Obligations, an amount equal to the
difference, if any, between the Base Salary that would otherwise have been paid
during the remainder of the term of the Agreement and the amount of disability
benefits paid to Mr. Woodhouse during that time. Additionally, the Restricted
Shares vest and become distributable, subject to the achievement of performance
goals through the end of the fiscal quarter prior to the date of termination.
Mr. Woodhouse may also terminate his employment for no reason or Good
Reason (as defined below). If Mr. Woodhouse terminates his employment without
Good Reason, the Agreement terminates without further obligation to Mr.
Woodhouse, other than for payment of the Accrued Obligations. If Mr. Woodhouse
terminates his employment for Good Reason, he is entitled to the same benefits
he would have received if terminated by the Company without Cause and, if
applicable and without duplication, following a Change in Control.
The following factors constitute "Good Reason": (a) assignment of duties
inconsistent in any material respect with Mr. Woodhouse's position, authority,
duties or responsibilities or demonstrable diminution in Mr. Woodhouse's
position, authority, duties or responsibilities (excluding insubstantial and
inadvertent actions remedied promptly after receipt of notice), (b) reduction in
Base Salary, (c) reduction in the target bonus (expressed as a percentage of
Base Salary), (d) failure by the Company to continue in effect any "pension plan
or arrangement" or any "compensation plan or arrangement" (except for
across-the-board plan changes or terminations similarly affecting other senior
executive officers), (e) requiring Mr. Woodhouse to be based in any office or
location more than 50 miles from the Company's current headquarters, (f)
material breach by the Company of the Agreement, or (g) failure of any successor
company to assume expressly and agree to perform the Agreement.
In the event of a Change in Control (as defined below) and Mr. Woodhouse is
terminated for reasons other than Cause or he voluntarily terminates his
employment for Good Reason, the Company is required to pay Mr. Woodhouse, in
addition to any Accrued Obligations, three times the sum of: (i) his average
annual Base Salary for the three fiscal years prior to the termination; and (ii)
the greater of: (x) his actual annual incentive bonus for the fiscal year
immediately preceding the date of termination; or (y) his target bonus for the
year in which the termination date falls. Also, the Restricted Shares vest and
become distributable, subject to the achievement of performance goals through
the end of the fiscal quarter prior to the date of termination. With respect to
any unvested stock options that would have vested during the term of the
Agreement, the Company is required to pay Mr. Woodhouse an amount equal to the
difference between the market value and the exercise price(s) of the shares
subject to such options. Mr. Woodhouse's participation in the life, medical and
disability insurance programs of the Company continues for up to thirty-six
months following termination of the Agreement.
A "Change in Control" means any change in control reportable as required by
the federal securities laws, but specifically including: (a) any person becoming
a beneficial owner of 35% or more of the Company's voting securities, unless
that acquisition was approved or ratified by a vote of at least 2/3 of the
members of the Company's Board of Directors (the "Board") prior to the
acquisition, (b) all or substantially all of the assets of the Company are sold
or transferred, (c) shareholders approve a plan of liquidation or dissolution,
or (d) a majority of the members of the Board change (unless approved by
majority of those directors who were directors at the beginning of the term of
the Agreement).
The Agreement contains certain business protection provisions that include
a requirement that Mr. Woodhouse not disclose confidential information or trade
secrets of the Company and a requirement that, during the term of the Agreement
and for two years following its termination, Mr. Woodhouse will neither solicit
employees of the Company to leave their employment nor hold any position with
any entity engaged wholly or in material part in the restaurant or retail
business that is similar to that in which the Company or any of its affiliates
is engaged.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 1, 2005 CBRL GROUP, INC.
By: /s/ N.B. Forrest Shoaf
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Name: N.B. Forrest Shoaf
Title: Senior Vice President,
Secretary and General Counsel