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The following is an excerpt from a S-1 SEC Filing, filed by LOGANS ROADHOUSE INC on 7/14/2006.
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LOGANS ROADHOUSE INC - S-1 - 20060714 - MANAGEMENT
MANAGEMENT
Executive Officers and Directors
       Our executive officers and directors are as follows:
             
Name   Age   Position
         
Tom Vogel
    42     President, Chief Executive Officer and Director
Robert R. Effner
    41     Senior Vice President of Development and Operations Innovation
Christopher Plunkett
    55     Senior Vice President of Operations
Amy L. Bertauski
    36     Vice President of Accounting, Controller and Director
Lucy Daniels
    56     Vice President of Legal
N.B. Forrest Shoaf
    56     Director
       Tom Vogel is our President and Chief Executive Officer and is a member of our board of directors. Mr. Vogel has served as our President and Chief Executive Officer since July 2006 and as a director since August 2003. Before assuming his current role, Mr. Vogel was our President and Chief Operating Officer, a position he held from August 2003. Before joining us, he spent 12 years at Darden Restaurants, Inc., where he held positions in operations, concept development and marketing. While with Darden Restaurants, Mr. Vogel served as the Senior Vice President of Operations for the West and Southeast Divisions of Red Lobster. He has over 20 years of experience in the restaurant industry. Mr. Vogel holds a B.B.A. in Hotel and Restaurant Management from the University of Central Florida and an M.B.A. from the University of Florida.
       Robert R. Effner has served as our Senior Vice President of Development and Operations Innovation since August 2005. He is responsible for real estate, facilities, franchise relations, design and construction, prototype development, the beverage program and other operational initiatives. Before assuming his current role, Mr. Effner served as our Vice President of Concept Development, a position he held from the time he joined us in 2003. Prior to joining us, he spent 20 years at Darden Restaurants Inc., where he held positions at Red Lobster in operations, training, strategic planning, operations development and prototype development. His work has received the Brand Reinvention Award from Chain Store Age and the Successful Settings Award from Nation’s Restaurant News .
       Christopher Plunkett is our Senior Vice President of Operations. Mr. Plunkett has served in this role since January 2006. Prior to joining us, Mr. Plunkett was at Darden Restaurants, Inc. for 29 years, where he served as Senior Vice President of the West Division for Red Lobster for five years. Mr. Plunkett has 30 years of experience in the restaurant industry.
       Amy L. Bertauski is our Vice President of Accounting and Controller and is a member of our board of directors. Ms. Bertauski has served in these roles since July 31, 2004. Before assuming her current role, she served as our Director of Accounting, a position she held from the time she joined us in 2000. Ms. Bertauski has 11 years of experience in the restaurant industry including five years at Applebee’s International, Inc. and its subsidiaries. She holds a B.A. in Accounting from the University of Illinois.
       Lucy Daniels is our Vice President of Legal. Ms. Daniels has served as Vice President of Legal since August 2005. Prior to joining us, she was Associate General Counsel at Applebee’s International, Inc. starting in 1996. She has 11 years of experience in the restaurant industry. Ms. Daniels holds a B.S. in Psychology from Fayetteville State University, a Masters in Urban Planning from the University of Kansas and a Juris Doctorate from Washburn University.
       N.B. Forrest Shoaf has served as a member of our board of directors since April 2006. Since April 2005, he has served as Senior Vice President, Secretary and General Counsel of CBRL. Prior to that, he was Managing Director of Investment Banking for Avondale Partners, LLC. From 1996 to 2000, he was a Managing Director of J.C. Bradford & Co. He was a Managing Director in the investment banking group of Morgan Keegan, a Memphis, Tennessee based investment banking firm and head of its Nashville

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Corporate Finance Office. Mr. Shoaf holds a B.S. from the United States Military Academy at West Point, a Masters in Literature from Vanderbilt University and a Juris Doctorate from Harvard Law School.
       Upon the completion of this offering, our charter and bylaws will provide for a board of directors consisting of not fewer than three nor more than 11 members. Under our current charter and bylaws, Mr. Shoaf, Mr. Vogel and Ms. Bertauski are our only directors. We are in the process of selecting additional directors who will take office either prior to or shortly after completion of this offering. To minimize the number of non-independent directors on our board, Mr. Shoaf will resign as a director upon the completion of this offering, and we expect Ms. Bertauski to resign as a director shortly thereafter. Upon completion of this offering, a majority of the members of our board of directors will be independent of us and our management. Each of our directors will be elected annually.
Management Advisor
       We have retained Mark E. Hood to assist and advise CBRL and us in the areas of financial planning, securing financing and insurance, budgeting, investor relations, preparation of reports and other documents to be filed with the SEC and other administrative responsibilities. Mr. Hood joined Panera Bread Company (NASDAQ: PNRA) in 2002 and was subsequently promoted to Senior Vice President and Chief Financial Officer in 2003. Mr. Hood stepped down from his role as an executive officer of Panera Bread Company in May 2006, but will continue as an employee consultant to the company through August 2006. He has more than 20 years of multi-unit retail experience, having served as Chief Financial and Administrative Officer of Saks Fifth Avenue and as a Vice President with the May Department Stores Company. Mr. Hood holds a B.S. in Accounting and Economics from Iowa State University.
Director Compensation
       We are currently developing an appropriate compensation package for our non-employee directors, which will include annual cash compensation and stock options grants. We expect the terms of our 2006 Omnibus Incentive Plan to include the grant of stock options and/or other equity compensation to directors who are not our officers or employees. Any exercise price for any stock options associated with this offering will be the initial public offering price, and any stock options and other equity compensation will be subject to vesting. We will reimburse our non-employee directors for their expenses incurred in connection with attending board and committee meetings and for their other services as board or committee members.
Committees of the Board of Directors
       Upon the completion of this offering, our board of directors will establish three standing committees: the audit committee, the compensation and stock option committee (the “compensation committee”) and the nominating and corporate governance committee (the “nominating committee”). Each of the committees will meet all applicable independence standards, will be comprised of no fewer than three members and will have a designated chairman. The audit committee will have a designated financial expert.
       Audit Committee. Our audit committee will be responsible for preparing such reports, statements or charters as may be required by The NASDAQ National Market or federal securities laws, as well as, among other things:
  •  overseeing and monitoring the integrity of our audited and unaudited consolidated financial statements, our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters, and our internal accounting and financial controls;
 
  •  preparing the report that SEC rules require be included in our annual proxy statement;
 
  •  reviewing, through the independent auditors, our periodic filings with the SEC;

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  •  overseeing and monitoring our independent auditor’s qualifications, independence and performance;
 
  •  providing the board with the results of the audit committee’s monitoring and recommendations; and
 
  •  providing to the board additional information and materials as the audit committee deems necessary to make the board aware of significant financial matters that require the attention of the board.
       Each member of the audit committee will be a non-employee member of our board of directors. At least one member will qualify as an “audit committee financial expert,” as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act. Our board will make a determination that each member of our audit committee meets the current independence and financial literacy requirements under the Sarbanes-Oxley Act, The NASDAQ National Market and the SEC. We intend to comply with future requirements to the extent they become applicable to us.
       Compensation and Stock Option Committee. The compensation committee will be responsible for, among other things:
  •  reviewing and approving annual and long-term corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, and evaluate the performance of each of these individuals in light of those goals and objectives;
 
  •  reviewing and approving for our Chief Executive Officer and other executive officers (i) the annual base salary, (ii) the annual incentive bonus, including the specific goals and amount, (iii) long-term incentive levels, (iv) benefit plans and any special or supplemental benefits, including the nature and extent of perquisites and equity compensation, (v) employment agreements, non-competition agreements, severance agreements and change in control arrangements, and (vi) any other benefits, compensations, compensation policies or arrangements;
 
  •  reviewing and making recommendations to our board regarding the compensation policy for such other officers as directed by the board;
 
  •  recommending to the board compensation for non-employee directors and other directors, such as retainers, committee chairman fees, stock options and other methods of compensation;
 
  •  reviewing, in conjunction with the nominating committee, at least annually, a succession plan with our Chairman of the Board and our Chief Executive Officer;
 
  •  preparing a report to be included in our annual proxy statement that describes (i) the criteria on which compensation paid to our Chief Executive Officer for the last completed year is based, (ii) the relationship of such compensation to our performance, and (iii) the committee’s executive compensation policies applicable to executive officers; and
 
  •  acting as administrator of our current benefit plans and making recommendations to the board with respect to amendments to the plans, changes in the number of shares reserved for issuance under the plans and regarding other benefit plans proposed for adoption.
       Each member of our compensation committee will be a non-employee member of our board of directors. Each member of our compensation committee will be an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and a “non-employee” director within the meaning of Rule  16b-3 of the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of The NASDAQ National Market.

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       Nominating and Corporate Governance Committee. The nominating committee is responsible for, among other things:
  •  reviewing board structure, composition and practices, and making recommendations to the board;
 
  •  establishing qualification criteria for the selection of candidates for the board;
 
  •  reviewing, soliciting and making recommendations to the board and shareholders with respect to candidates for election to the board;
 
  •  recommending to the board the proposed membership and chairperson for each of the established board committees;
 
  •  developing and periodically evaluating a policy with regard to the consideration of any director nominees recommended by shareholders;
 
  •  meeting at least once each year to review the overall performance of the board and its committees and the methods and processes by which the board and its committees fulfill their respective duties and responsibilities;
 
  •  overseeing the evaluation of the members of the board;
 
  •  developing and recommending to the board a set of corporate governance guidelines, business code of conduct and related conflict of interest policies;
 
  •  overseeing compliance by our Chief Executive Officer and senior financial officers with our Code of Ethics for Senior Financial Officers; and
 
  •  overseeing compliance by employees with our Code of Business Conduct and Ethics.
       Each member of our nominating committee will be a non-employee member of our board of directors and independent in accordance with the applicable rules of the Sarbanes-Oxley Act and The NASDAQ National Market.
Codes of Ethics
       Code of Ethics for Senior Financial Officers. Our board of directors has developed and adopted a Code of Ethics for Senior Financial Officers, specifically applicable to our principal executive officer, principal financial officer and principal accounting officer or controller. The purpose of this code is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in our periodic reports; and to promote compliance with all applicable laws, rules and regulations that apply to us and our senior financial officers.
       Code of Business Conduct and Ethics. Our board of directors has developed and adopted a Code of Business Conduct and Ethics to serve as a general outline of the standards by which all our directors, officers and employees should conduct themselves. This code provides specific guidelines for our directors, officers and employees, and the directors, officers and employees of any subsidiaries, to assist them in understanding and adhering to these standards. Although it is impossible to address every conceivable situation, we intend for this code to impose strict standards of honesty and integrity of all directors, officers and employees at all times.

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Executive Compensation
       The following table sets forth the compensation earned for services rendered to us in all capacities by our chief executive officer and our four other most highly compensated executive officers, collectively referred to in this prospectus as the “named executive officers,” for the fiscal year ended July 29, 2005. The compensation set forth in the table below includes compensation paid to the named executive officers by us and by CBRL.
                                                                 
        Annual Compensation   Long-Term Compensation    
                 
            Awards   Payouts    
                     
                Securities        
            Restricted   Underlying        
            Other Annual   Stock   Options/   LTIP   All Other
Name and Principal Position       Salary   Bonus   Compensation   Awards   SARs (#)   Payouts(a)   Compensation
                                 
Tom Vogel, President & Chief Executive Officer(b)
    2005     $ 299,231     $ 363,000     $ 33,834     $ 0       8,764     $ 92,624     $ 6,349  
Robert R. Effner, Senior Vice President of Development & Operations Innovation
    2005       159.808       67,760       7,040       0       2,500       11,416       20,745  
Amy L. Bertauski, Vice President of Accounting & Controller
    2005       137,564       61,408       5,770       0       5,000       14,786       0  
Michael A. Woodhouse, former Chief Executive Officer of Logan’s Roadhouse, Inc.(c)
    2005       127,484       264,229       45,754       719,014       11,562       0       4,028  
John F. Lush, former Senior Vice President of Operations(d)
    2005       217,845       0       1,428       0       6,208       67,500       136,327 (e)
 
(a)  All amounts were paid under an award program established in 2000 under CBRL’s Long-Term Incentive Plan.
(b)  Mr. Vogel has served as our President and Chief Executive Officer since July 2006.
(c)  Although Mr. Woodhouse still serves as the Chairman, President and Chief Executive Officer of CBRL, he ceased serving as our Chief Executive Officer on January 15, 2005. All compensation and stock option or other equity grants reported for Mr. Woodhouse were allocated based on the percent of our revenues relative to the total consolidated revenues of CBRL.
(d)  Mr. Lush ceased serving as our Senior Vice President of Operations on June 8, 2005.
(e)  Amount represents a payment of $136,327 as a severance benefit to Mr. Lush. See “Management — Employment Arrangements — Employment Agreements.”

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Option Grants in 2005
       We did not grant any stock options in our company to our named executive officers during 2005; however, certain of our named executive officers were granted stock options to purchase CBRL common stock. See “— Employment Arrangements — CBRL Arrangements.” The following table sets forth information concerning the stock option grants of CBRL common stock made by CBRL to our named executive officers during 2005.
                                                 
                    Potential
                Realizable Value
    Individual Grants           at Assumed
                Annual Rate of
    Number of   Percent of Total           Stock Price
    Securities   Options/SARs           Appreciation For
    Underlying   Granted to   Exercise or       Option Term(b)
    Options/SARs   Employees in   Base Price   Expiration    
Name and Principal Position   Granted (#)   2005   ($/Share)(a)   Date   5%   10%
                         
Tom Vogel, President & Chief Executive Officer(c)(d)
    8,764       1.24%     $ 35.60       Sept. 22, 2014     $ 196,214     $ 497,245  
Robert R. Effner, Senior Vice President of Development & Operations Innovation(c)
    2,500       0.35%     $ 35.60       Sept. 22, 2014       55,972       141,843  
Amy L. Bertauski, Vice President of Accounting & Controller(c)
    5,000       0.71%     $ 35.60       Sept. 22, 2014       111,943       283,686  
Michael A. Woodhouse, former Chief Executive Officer of Logan’s Roadhouse, Inc.(e)
    11,562       1.63%     $ 35.60       Sept. 22, 2014       258,854       655,987  
John F. Lush, former Senior Vice President of Operations(f)
    6,208       0.88%     $ 35.60       Sept. 22, 2014       138,989       352,225  
 
(a)  The exercise price of the options granted equals the closing market price during normal trading hours of CBRL common stock on the day prior to the grant date. The options generally vest and become exercisable at a cumulative rate of 33 1 / 3 % per year. All remaining options also vest upon a change in control of CBRL.
 
(b)  The potential realizable values illustrate values that might be realized upon exercise immediately prior to the expiration of the option term using 5% and 10% appreciation rates from the price at the grant date (which is equal to the exercise price), as required by the SEC, compounded annually. These values do not, and are not intended to, forecast possible future appreciation, if any, of CBRL’s stock price. Also, these values do not take into consideration any provisions for vesting over a period of years or termination of options following termination of employment.
(c)  Stock option grants to purchase shares of CBRL common stock for Messrs. Vogel and Effner and Ms. Bertauski will expire 90 days after the completion of this offering. We have not yet determined treatment or replacement of stock based compensation as the result of this offering.
(d)  Mr. Vogel has served as our President and Chief Executive Officer since July 2006.
(e)  Mr. Woodhouse ceased serving as our Chief Executive Officer on January 15, 2005. All stock option grants reported for Mr. Woodhouse were allocated based on the percent of our revenues relative to the total consolidated revenues of CBRL.
 
(f)  Mr. Lush ceased serving as our Senior Vice President of Operations on June 8, 2005. Stock option grants to purchase shares of CBRL common stock for Mr. Lush were terminated in connection with his separation from our company. See “Management — Employment Arrangements — Employment Agreements.”

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Aggregate Option Exercises in 2005
       Our named executive officers did not exercise any stock options in our company during 2005. During 2005, certain of our named executive exercised stock options in CBRL. See “— Employment Arrangements — CBRL Arrangements.” The following table sets forth information concerning exercisable and unexercisable stock options to purchase CBRL common stock held by the named executive officers at July 29, 2005.
                         
            Number of Securities   Value of Unexercised
            Underlying Unexercised   In-the-Money
    Shares       Options/SARs as of   Options/SARs as of
    Acquired on   Value   July 29, 2005(#)   July 29, 2005(b)
Name and Principal Position   Exercise(#)   Realized(a)   Exercisable/Unexercisable   Exercisable/Unexercisable
                 
Tom Vogel, President & Chief Executive Officer(c)
    2,788     $ 14,591     3,915/16,594   $7,752/ $46,791
Robert R. Effner, Senior Vice President of Development & Operations Innovation
    344     $ 237     1,667/5,833   0/8,925
Amy L. Bertauski, Vice President of Accounting & Controller
    7,112       137,022     0/7,916   0/40,636
Michael A. Woodhouse, former Chief Executive Officer of Logan’s Roadhouse, Inc.(d)
    7,350       153,712     76,120/28,256   1,447,489/181,031
John F. Lush, former Senior Vice President of Operations(e)
    11,823       237,726     1,431/12,068   $2,833/ $74,595
 
(a)  Value realized is calculated based on the difference between the fair market value of the securities underlying the option and the exercise or base price of the options at exercise or fiscal year-end, respectively.
 
(b)  The value of unexercised options was calculated based on the price of CBRL common stock, as reported by The NASDAQ National Market on July 29, 2005, which was $39.17.
(c)  Mr. Vogel has served as our President and Chief Executive Officer since July 2006.
(d)  Mr. Woodhouse ceased serving as our Chief Executive Officer on January 15, 2005. The value of all stock option exercises reported for Mr. Woodhouse was allocated based on the percent of our revenues relative to the total consolidated revenues of CBRL.
 
(e)  Mr. Lush ceased serving as our Senior Vice President of Operations on June 8, 2005.
Employment Arrangements
Employment Agreements
       CBRL entered into an executed offer letter, dated July 28, 2003, with Tom Vogel to serve as our President and Chief Operating Officer. In July 2006, he was promoted to be our President and Chief Executive Officer. The “at-will” offer letter with CBRL does not have a fixed expiration date and may be terminated by either party at any time. If CBRL terminates Mr. Vogel’s employment with us without cause, he will be entitled to receive severance benefits of one year’s base salary. Mr. Vogel is permitted to participate in various CBRL benefit plans, including stock option plans, restricted stock plans and long-term incentive plans. The terms of the offer letter, including any severance benefits payable by CBRL under the offer letter, will cease to be operative upon the completion of this offering. See “— Other Compensatory Arrangements.”
       We entered into an executed offer letter, dated October 31, 2003, with Robert R. Effner to serve as our Vice President of Concept Development. He was subsequently promoted to be our Senior Vice President of Development and Operations Innovation. The “at-will” offer letter does not have a fixed expiration date and may be terminated by either party at any time. Mr. Effner is permitted to participate

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in various CBRL benefit plans, including stock option plans and long-term incentive plans. See “— Other Compensatory Arrangements.”
       We entered into an executed offer letter, dated November 3, 2005, with Christopher Plunkett to serve as our Senior Vice President of Operations. The “at-will” offer letter does not have a fixed expiration date and may be terminated by either party at any time. Mr. Plunkett is permitted to participate in various CBRL benefit plans, including stock option plans, restricted stock plans and mid-term incentive plans. See “— Other Compensatory Arrangements.”
       We entered into an executed offer letter, effective May 1, 2000, with Amy L. Bertauski to serve as our Director of Accounting. She was subsequently promoted to be our Vice President of Accounting and Controller. The “at-will” offer letter does not have a fixed expiration date and may be terminated by either party at any time. See “— Other Compensatory Arrangements.”
       We entered into an executed offer letter, dated July 5, 2005, with Lucy Daniels to serve as our Vice President of Legal. The “at-will” offer letter does not have a fixed expiration date and may be terminated by either party at any time. Ms. Daniels is permitted to participate in various CBRL benefit plans, including the mid-term incentive plan. See “— Other Compensatory Arrangements.”
       On June 8, 2005, we entered into an agreement with John F. Lush. In connection with the agreement, Mr. Lush resigned as our Senior Vice President of Operations. We agreed to pay Mr. Lush the sum $221,000, to be paid in installments of $8,500 on a bi-weekly basis in accordance with our regular payroll policy for 52 weeks beginning on June 19, 2005. We further agreed to pay Mr. Lush a sum of $136,327 as a severance benefit in lieu of a bonus. The agreement prohibits Mr. Lush from soliciting or hiring our employees for a period of two years and from competing with us for a period of one year. In addition, under the agreement, Mr. Lush and we, respectively, waive rights to assert certain legal claims against the other.
Other Compensatory Arrangements
       On March 16, 2006, we entered into an employee retention agreement with Tom Vogel, our President and Chief Executive Officer. The employee retention agreement provides that Mr. Vogel will receive specified benefits if after a “change in control” of our company, there is:
  •  a material change in his duties or responsibilities resulting in him being given duties and responsibilities inferior to those in effect at the time of the change in control;
 
  •  a reduction in his salary or a material change in the benefits he receives, excluding discretionary bonuses; or
 
  •  a change in the location of his principal place of business at the time of the change in control to any other location that is farther than 50 miles away from the location at the time of change in control.
       The benefits he will receive include a lump sum payment equal to a salary multiplier of 2.99 times the average of the annual base salary and bonus payments for 2004, 2005 and 2006, and the continuation of and payment for health benefits for one year. The agreement defines “change in control” to include a sale of our company by CBRL (other than through an initial public offering) or a merger, consolidation or other reorganization of our company.
       On March 21, 2006, we entered into employee retention agreements with the following individuals: Robert R. Effner, Senior Vice President of Development and Operations Innovation; Christopher Plunkett, Senior Vice President of Operations; Amy L. Bertauski, Vice President of Accounting and Controller; Lucy Daniels, Vice President of Legal; and certain other members of our management team. The employee retention agreements provide that each individual will receive specified benefits similar to those to be received by Mr. Vogel’s, except that they provide for the payment of unused vacation and for salary multipliers ranging from 1.00 to 2.00. The benefits payable to Mr. Effner, Mr. Plunkett, Ms. Bertauski and

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Ms. Daniels under the employee retention agreements are in lieu of, and not in addition to, any similar benefits payable to these individuals under their executed offer letters with us.
       CBRL adopted a success plan to reward, among others, certain of our executive officers for undertaking and implementing the restructuring plan announced by CBRL on March 16, 2006. Among other things, the restructuring plan includes the CBRL’s divestiture of our company (the “Logan’s Divestiture”), including by an initial public offering. Bonuses under the success plan are valued by us to our executive officers based on the following criteria:
  •  50% upon the earlier to occur of (i) completion of the Logan’s Divestiture or (ii) termination by the board of directors of CBRL of the plan for a Logan’s Divestiture;
 
  •  an additional 25% upon completion of the Logan’s Divestiture; and
 
  •  an additional 25% upon completion of the Logan’s Divestiture at or above the maximum level set forth in the success plan.
       The maximum bonus to be paid to our executive officers under the success plan is set forth in the following chart:
         
Name and Title   Maximum Bonus
     
Tom Vogel, President & Chief Executive Officer
  $ 844,000  
Amy L. Bertauski, Vice President of Accounting and Controller
  $ 162,000  
Lucy Daniels, Vice President of Legal
  $ 97,000  
       To help us retain the services of 15 of our key employees (including executive officers Robert R. Effner, Christopher Plunkett and Lucy Daniels) and to motivate them to maximum effort in connection with our initial public offering and in our ongoing operations as a public company thereafter, we have awarded each of these employees a cash payment retention award. The retention awards are payable six months after (i) completion of the Logan’s Divestiture or (ii) termination by the board of directors of CBRL of the plan for a Logan’s Divestiture. To receive the retention award, each key employee must be an employee in good standing on the payment date.
CBRL Arrangements
       N.B. Forrest Shoaf, a current member of our board of directors, is the Senior Vice President, Secretary and General Counsel of CBRL. Mr. Shoaf will resign as a director upon the completion of this offering. Mr. Shoaf is eligible for a bonus under the CBRL success plan discussed above. See “— Other Compensatory Arrangements.” Mr. Shoaf will be eligible for a maximum bonus of $1,052,000, with 25% earned upon completion of the Logan’s Divestiture and an additional 25% earned upon completion of the Logan’s Divestiture at or above the maximum level set forth in the success plan. The other 50% of his eligible bonus relates to transactions solely involving CBRL. Any bonus payable to Mr. Shoaf will be paid by CBRL.
       Historically, certain of our executive officers have participated in benefits and incentive plans sponsored by CBRL. In the past, these individuals have participated in the CBRL Employee Savings Plan and Non-Qualified Savings Plan, have been granted and have exercised stock options in CBRL, have been issued restricted stock in CBRL and have been paid short-, mid- and long-term incentive payments by CBRL. See “— Employment Agreements.” If and as required, CBRL disclosed the amounts and nature of this compensation in its periodic reports, proxy statements and other information filed with the SEC.
2006 Omnibus Incentive Plan
Overview
       Upon or shortly after the completion of this offering, we intend to adopt a 2006 Omnibus Incentive Plan (the “Incentive Plan”). A total of                      shares of our common stock will be reserved for issuance

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under the Incentive Plan. No options or other awards have been granted or issued under the Incentive Plan.
       Our directors, officers and employees, as well as other individuals performing services for us, will be eligible to receive grants under the Incentive Plan. As we currently intend to administer the Incentive Plan, approximately 300 employees will be eligible to participate under the Incentive Plan.
       The purpose of the Incentive Plan is to provide us and our shareholders the benefits arising out of capital stock ownership by our employees, officers, directors, consultants and advisors, who are expected to contribute to our future growth and success. The Incentive Plan provides for the grant of incentive stock options to our employees and for the grant of nonstatutory stock options, stock purchase rights, restricted stock, stock appreciation rights, stock units and performance shares and cash awards to our employees and directors.
       Our board of directors, or a committee delegated by our board, will administer the Incentive Plan. Members of the committee will be non-employee directors, and at least two members will be “outside directors” within the meaning of Section 162(m) of the Code. The board or the committee will have the authority to (i) grant awards to participants under the Incentive Plan, (ii) select the participants to receive awards, (iii) determine the type, size and terms of the awards to be made, (iv) determine the time when awards will be granted, and (v) prescribe the form of the award agreements under the Incentive Plan. The board or the committee also will have the authority to institute an exchange program by which outstanding awards may be surrendered in exchange for awards with a lower exercise price.
       The board or the committee will determine the exercise price of options granted under the Incentive Plan, but with respect to nonstatutory stock options intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code and all incentive stock options, the exercise price will be at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option will not exceed ten years, except that with respect to any participant who owns 10% of the voting power of all classes of our outstanding stock, the term will not exceed five years and the exercise price will equal at least 110% of the fair market value on the grant date. The board or the committee will determine the term of all other options.
       Stock appreciation rights may be granted under the Incentive Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. The committee will determine the terms of stock appreciation rights, including when such rights become exercisable and whether to pay the increased appreciation in cash, with shares of our common stock, or a combination thereof.
       Restricted stock may be granted under the Incentive Plan. Restricted stock awards are shares of our common stock that vest in accordance with terms and conditions established by the committee. The committee will determine the number of shares of restricted stock granted to any employee. The committee may impose whatever conditions to vesting it determines to be appropriate. For example, the committee may set restrictions based on the achievement of specific performance goals. Shares of restricted stock that do not vest are subject to forfeiture or our right of repurchase.
       Stock units and performance shares may be granted under the Incentive Plan. Stock units and performance shares are awards that will result in a payment to a participant only if performance goals established by the committee are achieved or the awards otherwise vest. The committee will establish organizational or individual performance goals in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants.
       At each annual meeting of our shareholders, each of our non-employee directors will receive (i) a stock option award of                      shares (ii) a restricted stock award of up to                      shares, or (iii) a combination of the foregoing, subject to the applicable maximum amounts.

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       The Incentive Plan will provide that if we experience a Change of Control (as defined in the Incentive Plan), the committee may provide at anytime prior to the Change of Control that all then outstanding stock options, stock appreciation rights and stock units and unvested cash awards will immediately vest and become exercisable and any restrictions on restricted stock awards or stock units will immediately lapse. All awards will be subject to the terms of any agreement effecting the Change of Control, which agreement may provide, without limitation, that in lieu of continuing the awards, each outstanding stock option and stock appreciation right will terminate within a specified number of days after notice to the holder. Further, the agreement may provide that such holder will receive, with respect to each share of common stock subject to such stock option or stock appreciation right, an amount equal to the excess of the fair market value of such shares of common stock immediately prior to the occurrence of such Change of Control over the exercise price (or base price) per share underlying such stock option or stock appreciation right. Such amount may be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or in a combination thereof, as the board or the committee determines. A provision like the one contained in the preceding sentence will be inapplicable to a stock option or stock appreciation right granted within six months before the occurrence of a Change of Control if the holder of such stock option or stock appreciation right is subject to the reporting requirements of Section 16(a) of the Exchange Act and no exception from liability under Section 16(b) of the Exchange Act is otherwise available to such holder.
       No participant may be granted options or stock appreciation rights to purchase more than                      shares in any calendar year. In addition, no participant may be granted awards in any one calendar year with an aggregate fair market value (as of the date of the grant) of more than the fair market value of                      shares on the first business day of such calendar year. No participant will be eligible to receive a cash award in excess of $          in any fiscal year.
       As required, we will withhold federal, state and local taxes in connection with the exercise, vesting or settlement of any award. Unless the compensation committee determines otherwise, a participant may elect to deliver shares of common stock, or to have us withhold shares of common stock otherwise issuable upon exercise of an option or upon grant or vesting of restricted stock or a restricted stock unit, to satisfy our withholding obligations in connection with any such exercise, grant or vesting.
       Our board of directors will have the authority to amend, suspend or terminate the Incentive Plan provided such action does not impair the rights of any participant.
U.S. Federal Income Tax Consequences
       Nonstatutory Stock Options and Stock Appreciation Rights. A participant will not recognize taxable income upon the grant of a nonqualified stock option or stock appreciation right. Upon exercise, the participant will recognize ordinary income equal to the amount the fair market value of the shares on the exercise date exceeds the exercise or grant price. Upon subsequent sale of the acquired shares, any additional gain or loss will be capital gain or loss, long-term if the shares have been held for more than one year.
       Incentive Stock Options. A participant will not recognize taxable income when an incentive stock option is granted or exercised. However, the excess of the fair market value of the covered shares over the exercise price on the date of exercise is an item of tax preference for alternative minimum tax purposes. If the participant exercises the option and holds the acquired shares for more than two years following the date of option grant and more than one year after the date of exercise, the difference between the sale price and exercise price will be taxed as long-term capital gain or loss. If the participant sells the acquired shares before the end of the two-year and one-year holding periods, he or she generally will recognize ordinary income at the time of sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option. Any additional gain will be capital gain, long-term if the shares have been held for more than one year.
       Restricted Stock, Stock Units and Performance Shares. A participant will not recognize taxable income upon the grant of restricted stock, stock units, or performance shares. Instead, the participant will

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recognize ordinary income at the time of vesting equal to the fair market value of the shares (or cash) received minus any amounts the participant paid. Any subsequent gain or loss will be capital gain or loss, long-term if the shares have been held for more than one year. For restricted stock only, the participant may instead elect to be taxed at the time of grant. If the participant makes such an election, the one year long-term capital gains holding period begins on the date of grant.
       Tax Effect on Us. We will generally receive a deduction for any ordinary income recognized by a participant with respect to an award. However, special rules limit the deductibility of compensation paid to named executive officers. Under Section 162(m) of the Code, the annual compensation paid to named executive officers may not be deductible to the extent it exceeds $1,000,000. However, we may preserve the deductibility of compensation over $1,000,000 if certain conditions are met. These conditions include setting limits on the number of shares that may be issued pursuant to awards, and, for awards other than options and stock appreciation rights, establishing performance criteria that must be met before the award will be paid or vest. As described above, the Incentive Plan has been designed to permit the compensation committee to grant awards that qualify as “performance-based compensation” for purposes of Section 162(m). This means the value of these awards may be excluded from the $1,000,000 calculation.
       The foregoing is not to be considered as tax advice to any person who may be a participant, and any such persons are advised to consult their own tax counsel. The foregoing is intended to be a general discussion and does not cover all aspects of an individual’s unique tax situation, such as the tax consequences of deferred compensation or state and local taxes.
Employee Savings Plan
       Upon or shortly after the completion of this offering, we intend to adopt an Employee Savings Plan covering our full-time employees. We intend to qualify the Employee Savings Plan under Section 401(k) of the Code, so that contributions to the Employee Savings Plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn. If the Employee Savings Plan qualifies under Section 401(k) of the Code, our contributions will be tax deductible by us when made. Our employees will be able to elect to reduce their current compensation by up to the statutorily prescribed annual limit of $14,000 if under 50 years old and $18,000 if over 50 years old in 2005 and to have those funds contributed to the Employee Savings Plan. Employee Savings Plan will permit us, but does not require us, to make additional matching contributions on behalf of all participants.
Compensation Committee Interlocks and Insider Participation
       Upon establishment of our compensation committee, none of the members of our compensation committee will have at any time been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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BROKERAGE PARTNERS