Common use of Application of Code Section 409A Clause in Contracts

Application of Code Section 409A. (a) CBRL shall report all payments and other benefits paid or provided pursuant to Section 2 and Section 3 of this Agreement to the extent required by, and in accordance with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that CBRL or the Executive reasonably and in good faith determines that any payment to be made or benefit to be provided to the Executive hereunder would result in the application of Section 409A, CBRL shall, in consultation with the Executive, modify the Agreement to the extent possible and in the least restrictive manner reasonably available in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or in order to comply with the provisions of Section 409A and/or any rules, regulations or other regulatory guidance issued under such statutory provision and without any diminution in the value of the payments to the Executive. Notwithstanding the foregoing, under no circumstance shall CBRL be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A, or for any interest on account of any delay in payment deemed necessary to comply with Section 409A. (b) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, if it is determined (i) that on the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or at such other time that CBRL determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of CBRL, and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Any payments delayed pursuant to this Section 4(b) shall be made in a lump sum on the first day of the seventh month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. (c) To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement (including any reimbursements under Section 3(e) hereof) or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, such payments shall be made in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations, including (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit. (d) Except for any disgorgement or forfeiture of benefits provided for under this Agreement, including Section 10(a) herein, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. (e) For the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by CBRL in its sole discretion. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that CBRL does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to Executive hereunder and (iii) CBRL shall not indemnify or otherwise compensate Executive for any violation of Section 409A of the Code that my occur in connection with this Agreement.

Application of Code Section 409A. (ai) CBRL shall report all Notwithstanding any other provision in this Agreement, the Executive and the Company intend for payments and other benefits paid or provided pursuant to Section 2 and Section 3 of under this Agreement to the extent required by, and in accordance with, be exempt from Code Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that CBRL or the Executive reasonably and in good faith determines that any payment to be made or benefit to be provided to the Executive hereunder would result in the application of Section 409A, CBRL shall, in consultation with the Executive, modify the Agreement to the extent possible of any available exemption, and in the least restrictive manner reasonably available in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or in order to comply with the provisions of Code Section 409A and/or and any rules, regulations or other regulatory guidance Treasury Regulations issued under such statutory thereunder to the extent an exemption is not available. Each provision and without term of this Agreement should be interpreted accordingly. If any diminution provision or term of this Agreement would result in an additional tax under Code Section 409A(a)(1)(B) (the value of the payments “Section 409A Tax”), then such provision shall be deemed to the Executive. Notwithstanding the foregoing, under no circumstance shall CBRL be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure conformed to comply with Code Section 409A409A or, or for if such conformation is not possible, such provision shall be null and void to the extent, and only to the extent, required to eliminate the Section 409A Tax, without effecting the remainder of this Agreement, but only if such modification results in the Executive realizing a greater after-tax benefit taking into consideration all applicable federal, state and local income taxes, and any interest on account of and penalties thereon, including any delay Section 409A Tax. Notwithstanding anything in this Agreement to the contrary, in the event that any payment deemed necessary to comply with Section 409A. (b) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of determined to be subject to the Section 409A Tax, Executive shall be solely liable for the payment of the Code, and such tax. (ii) that To the payments satisfyextent required by Code Section 409A, to in the greatest extent possible, event the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, if it is determined (i) that on the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or at such other time that CBRL determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)provided in Code Section 409A(a)(2)(B)(i) on the Date of CBRLTermination, and (ii) any amounts payable hereunder that any payments to be provided to Executive pursuant to this Agreement are or may become subject to Code Section 409A that would otherwise be paid during the additional tax under first six months following the Date of Termination shall be aggregated and paid instead in a single lump on (or as soon as administratively practicable, but in any event no later than 90 days, after) the first business day after the six month anniversary of the Date of Termination (or the date of the Executive’s death if earlier). Whether the Executive is a specified employee shall be determined by the Company in accordance with guidelines adopted by the Company for this purpose or, in the absence of such guidelines, in accordance with Section 409A(a)(1)(B1.409A-1(i) of the U.S. Treasury Regulations, applying the default terms thereof. (iii) If any benefit, including any reimbursement or in-kind benefit, described in subsection (a)(ii) above (A) is not excludible from the Executive’s gross income, (B) is not for an expense the Executive could otherwise deduct under Code section 162 or 167 as business expenses incurred in connection with the performance of services (ignoring any applicable limitation based on adjusted gross income); (C) is not for reasonable outplacement or moving expenses actually incurred by the Executive and directly related to the termination of his services for the Employer; (D) is not for a medical expense the Executive could otherwise deduct under Code section 213 (disregarding the requirement of section 213(a) that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income) during the COBRA period applicable or otherwise applicable to the Executive; (E) if not otherwise excluded pursuant to (A) through (D) above, does not, in the aggregate with all other taxes or penalties imposed non-excludible benefits, exceed the applicable dollar amount under Section 409A Code section 402(g)(1)(B) for the year of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” , or (as such term F) is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Any payments delayed pursuant to this Section 4(b) shall be made in a lump sum on the first day of the seventh month following Executive’s “separation not otherwise excluded from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest coverage under Section 409A of the Code. In furtherance , then, notwithstanding anything in subsection (a)(ii) to the contrary, the payment of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. (c) To any such benefit by the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement (including any reimbursements under Section 3(e) hereof) or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, such payments Employer shall be made in accordance with Section 1.409A-3(i)(1)(ivthe rules described in (1) of the Treasury Regulationsthrough (3) below, including subject to any delay required by subsection (ie)(ii) above: (1) the amount eligible for reimbursement of such benefit or payment thereof receivable by the Executive under any such plan or arrangement program in one calendar taxable year may shall not affect the amount of benefits or payments Executive may be eligible for reimbursement or payment to receive in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid)taxable year, (ii2) the right to such benefit or payment thereof under any such plan or program shall not be subject to liquidation or exchange for any shorter time periods provided herein other benefit, and (3) the reimbursement under any such plan or the applicable plans or arrangements, any reimbursement or payment program of an expense under such plan or arrangement must incurred by the Executive shall be made on or before the last day of the calendar Executive’s taxable year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit. (d) Except for any disgorgement or forfeiture of benefits provided for under this Agreement, including Section 10(a) herein, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. (e) For the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, . The Executive shall be made on responsible for submitting claims for reimbursement in a date during such period as determined by CBRL in its sole discretiontimely manner to enable payment within the timeframe provided herein. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that CBRL does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to Executive hereunder and (iii) CBRL shall not indemnify or otherwise compensate Executive for any violation of Section 409A of the Code that my occur in connection with this Agreement.

Application of Code Section 409A. (a) CBRL All severance benefits provided under this Agreement are intended to satisfy the requirements for an exemption from application of Section 409A of the Code and any ambiguities herein shall report all be interpreted accordingly. Notwithstanding anything to the contrary set forth herein, any payments and other benefits paid or provided pursuant to Section 2 and Section 3 of under this Agreement to that constitute “deferred compensation” within the extent required by, and in accordance with, meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until the Executive has also incurred a “separation from service,” as such term is defined in Treasury Regulations Section 1.409A-1(h) (“Separation from Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the adverse personal tax consequences under Section 409A. Compensation and benefits payable under the Agreement, to the extent of payments made from the date of Executive’s termination through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In , including, without limitation, the event requirement of Section 409A(a)(2)(B)(i) of the Code that CBRL or the Executive reasonably and in good faith determines that any payment to Executive be made or benefit to be provided to the Executive hereunder would result in the application of Section 409A, CBRL shall, in consultation with the Executive, modify the Agreement to the extent possible and in the least restrictive manner reasonably available in order to exclude such compensation delayed until 6 months after Separation from the definition of “deferred compensation” within the meaning of such Section 409A or in order to comply with the provisions of Section 409A and/or any rules, regulations or other regulatory guidance issued under such statutory provision and without any diminution in the value of the payments to the Executive. Notwithstanding the foregoing, under no circumstance shall CBRL be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A, or for any interest on account of any delay in payment deemed necessary to comply with Section 409A. (b) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, Service if it is determined (i) that on the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or at such other time that CBRL determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of CBRL, and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Any payments delayed pursuant to this Section 4(b) shall be made in a lump sum on the first day of the seventh month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. (c) To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement (including any reimbursements under Section 3(e) hereof) or thereafter provides for a “deferral of compensation” within the meaning of Section 409A the aforesaid section of the CodeCode at the time of such Separation from Service. Additionally, such if the Company determines that any payments shall be made in accordance with or benefits provided under this Agreement constitute “deferred compensation” under Section 1.409A-3(i)(1)(iv) of 409A, and the Treasury Regulations, including (i) Executive’s Separation from Service occurs at a time during the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect when the amount eligible for reimbursement or payment Release could become effective in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurredExecutive’s Separation from Service occurs, then regardless of when the Release is returned to the Company and (iii) becomes effective, the right to Release will not be deemed effective any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit. (d) Except for any disgorgement or forfeiture of benefits provided for under this Agreement, including Section 10(a) herein, in no event shall any payment under this Agreement that constitutes “deferred compensation” earlier than the latest permitted effective date for purposes of Section 409A determining the timing of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A payment of the Codeseverance benefits. (e) For the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by CBRL in its sole discretion. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that CBRL does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to Executive hereunder and (iii) CBRL shall not indemnify or otherwise compensate Executive for any violation of Section 409A of the Code that my occur in connection with this Agreement.

Application of Code Section 409A. (a) CBRL shall report all payments and other benefits paid or provided pursuant to Section 2 and Section 3 of this Agreement Notwithstanding anything to the extent required bycontrary set forth herein, and in accordance with, Section 409A (any severance benefit amounts that constitute “Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that CBRL or the Executive reasonably and in good faith determines that any payment to be made or benefit to be provided to the Executive hereunder would result in the application of Section 409A, CBRL shall, in consultation with the Executive, modify the Agreement to the extent possible and in the least restrictive manner reasonably available in order to exclude such compensation from the definition of “nonqualified deferred compensation” within the meaning of such Section 409A or in order to comply with the provisions of Section 409A and/or any rules, regulations or other regulatory guidance issued under such statutory provision and without any diminution in the value of the payments to the Executive. Notwithstanding the foregoing, under no circumstance shall CBRL be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A, or for any interest on account of any delay in payment deemed necessary to comply with Section 409A. (b) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, if it is determined (i) that on the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or at such other time that CBRL determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of CBRL, and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed not commence in connection with Employee’s termination of employment unless and until the date that is six (6) months after the date of Executive’s Employee has also incurred a “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Any payments delayed pursuant to this Section 4(b) shall be made in a lump sum on the first day of the seventh month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. (c) To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement (including any reimbursements under Section 3(e) hereof) or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. Severance benefits payable pursuant to this Agreement, to the extent of payments made from the date of termination of Employee’s employment through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments shall be are made in accordance with following said March 15th, they are intended to constitute separate payments for purposes of Section 1.409A-3(i)(1)(iv1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, including (i) to the maximum extent permitted by said provision, with any excess amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) being regarded as subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit. (d) Except for any disgorgement or forfeiture of benefits provided for under this Agreement, including Section 10(a) herein, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes distribution requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A 409A(a)(2)(A) of the Code. (e) For , including, without limitation, the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by CBRL in its sole discretion. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that CBRL does not make any representations with respect to the application requirement of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i409A(a)(2)(B)(i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to Executive hereunder and (iii) CBRL shall not indemnify or otherwise compensate Executive for any violation of Section 409A of the Code that my occur payment to Employee be delayed until six (6) months after Employee’s separation from service if Employee is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service. Notwithstanding the above, any severance benefits payable pursuant to this Agreement in connection with the event of any termination of employment that occurs during the Change of Control Resignation Period shall be delayed until six (6) months after Employee’s separation from service if Employee is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service. In the event that a six (6) month delay of payment of any such severance benefits is required, on the first regularly scheduled pay date following the conclusion of the delay period Employee shall receive a lump sum payment or benefit in an amount equal to the severance benefits that were so delayed, and any remaining severance benefits shall be paid on the same basis and at the same time as otherwise specified pursuant to this AgreementAgreement (subject to applicable tax withholdings and deductions).

Application of Code Section 409A. (a) CBRL shall report all payments and other benefits paid or provided pursuant to Section 2 and Section 3 of this Agreement Notwithstanding anything to the extent required bycontrary set forth herein, and in accordance with, Section 409A (any severance benefit amounts that constitute “Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that CBRL or the Executive reasonably and in good faith determines that any payment to be made or benefit to be provided to the Executive hereunder would result in the application of Section 409A, CBRL shall, in consultation with the Executive, modify the Agreement to the extent possible and in the least restrictive manner reasonably available in order to exclude such compensation from the definition of “nonqualified deferred compensation” within the meaning of such Section 409A or in order to comply with the provisions of Section 409A and/or any rules, regulations or other regulatory guidance issued under such statutory provision and without any diminution in the value of the payments to the Executive. Notwithstanding the foregoing, under no circumstance shall CBRL be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A, or for any interest on account of any delay in payment deemed necessary to comply with Section 409A. (b) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, if it is determined (i) that on the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or at such other time that CBRL determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of CBRL, and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed not commence in connection with Employee’s termination of employment unless and until the date that is six (6) months after the date of Executive’s Employee has also incurred a “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Any payments delayed pursuant to this Section 4(b) shall be made in a lump sum on the first day of the seventh month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. (c) To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement (including any reimbursements under Section 3(e) hereof) or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. Severance benefits payable pursuant to this Agreement, to the extent of payments made from the date of termination of Employee’s employment through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments shall be are made in accordance with following said March 15th, they are intended to constitute separate payments for purposes of Section 1.409A-3(i)(1)(iv1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, including (i) to the maximum extent permitted by said provision, with any excess amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) being regarded as subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit. (d) Except for any disgorgement or forfeiture of benefits provided for under this Agreement, including Section 10(a) herein, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes distribution requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A 409A(a)(2)(A) of the Code. (e) For , including, without limitation, the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by CBRL in its sole discretion. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that CBRL does not make any representations with respect to the application requirement of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i409A(a)(2)(B)(i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to Executive hereunder and (iii) CBRL shall not indemnify or otherwise compensate Executive for any violation of Section 409A of the Code that my occur payment to Employee be delayed until six (6) months after Employee’s separation from service if Employee is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service. Notwithstanding the above and anything to the contrary set forth herein, any severance benefits payable pursuant to this Agreement in connection with the event of any termination of employment that occurs during the Change of Control Resignation Period shall be delayed until six (6) months after Employee’s separation from service if Employee is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service. In the event that a six (6) month delay of payment of any such severance benefits is required, on the first regularly scheduled pay date following the conclusion of the six (6) month delay period Employee shall receive a lump sum payment or benefit in an amount equal to the severance benefits that were so delayed, and any remaining severance benefits shall be paid on the same basis and at the same time as otherwise specified pursuant to this AgreementAgreement (subject to applicable tax withholdings and deductions); provided, however, that in all cases such severance payments will otherwise be deemed to have been scheduled to commence upon the first payroll date following termination of employment, regardless of the timing of return of the Release.

Application of Code Section 409A. (ai) CBRL shall report all payments Notwithstanding any other provision in this Agreement, the Executive and other benefits paid or provided pursuant to Section 2 and Section 3 of the Company intend for this Agreement to the extent required by, and in accordance with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that CBRL or the Executive reasonably and in good faith determines that any payment to be made or benefit to be provided to the Executive hereunder would result in the application of Section 409A, CBRL shall, in consultation with the Executive, modify the Agreement to the extent possible and in the least restrictive manner reasonably available in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or in order to comply with the provisions of Code Section 409A and/or and any rules, regulations or other regulatory guidance Treasury Regulations issued under such statutory thereunder. Each provision and without term of this Agreement should be interpreted accordingly. If any diminution provision or term of this Agreement would result in the value of the payments an additional tax under Code Section 409A(a)(1)(B) (“Section 409A Tax”), then such provision shall be deemed to the Executive. Notwithstanding the foregoing, under no circumstance shall CBRL be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure conformed to comply with Code Section 409A or, if such conformation is not possible, such provision shall be null and void to the extent, and only to the extent, required to eliminate the Section 409A Tax, without effecting the remainder of this Agreement, but only if such modification results in the Executive realizing a greater after-tax benefit taking into consideration all applicable federal, state and local income taxes, and any interest and penalties thereof, including any Section 409A Tax. Each provision and term of this Agreement should be interpreted accordingly. (ii) To the extent required by Code Section 409A, or for any interest on account of any delay in payment deemed necessary to comply with Section 409A. (b) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) that event the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, if it is determined (i) that on the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or at such other time that CBRL determines to be relevant, Executive is a “specified employee” as provided in Code Section 409A(a)(2)(i) on the Date of Termination (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of CBRL, and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to based on the additional tax under methodology set forth in Section 409A(a)(1)(B1.409A-1(i)(6)(i) of the Code or Treasury Regulations as it applies in connection with a merger) (a “Specified Employee”), any other taxes or penalties imposed amounts payable under Section 409A of Sections 6(a)(i)(2), 6(a)(ii), 6(b)(i)(A) (with respect to the Code if provided at Pro-Rata Bonus only), 6(b)(i)(B), 6(b)(i)(C), 6(d) (with respect to the time otherwise required under this AgreementPro-Rata Bonus only), then such payments shall be delayed until and 6(e) (with respect to the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Any payments delayed pursuant to this Section 4(bPro-Rata Bonus only) shall be made in a lump sum on paid no earlier than the first business day after the six-month anniversary of the seventh month following Executive’s Date of Termination (the “separation from service” Delayed Payment Date”). Whether the Executive is a specified employee and whether an amount payable to the Executive hereunder is subject to Code Section 409A shall be determined by the Company. (as such term is defined under Treasury Regulation 1.409A-1(h)iii) or, if sooner, the date of Executive’s death. It is intended that Notwithstanding any provision in this Agreement shall comply with to the provisions contrary, in the event of an Anticipatory Termination, any payments that are deferred compensation within the meaning of Section 409A of the Code and that the Treasury Regulations relating thereto so as not Company is required to subject Executive pay pursuant to the payment of additional taxes and interest under Section 409A of the Code. In furtherance 6(a)(i), 6(a)(ii), or 6(b)(i) of this intentAgreement, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. paid as follows: (cA) To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term if such Change of Executive’s employment under this Agreement (including any reimbursements under Section 3(e) hereof) or thereafter provides for Control is a “deferral of compensationchange in control event” within the meaning of Section 409A of the Code, such payments shall be made in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations, including (i) the amount eligible for reimbursement or payment under such plan or arrangement except as provided in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year clause (except that a plan providing medical or health benefits may impose a generally applicable limit A)(ii), on the amount that may be reimbursed date of such Change of Control, or paid), (ii) subject to any shorter time periods provided herein or if the applicable plans or arrangementsExecutive is a Specified Employee and the Delayed Payment Date is later than the Change of Control, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurredDelayed Payment Date, and (iiiB) the right to any reimbursement or in-kind benefit if such Change of Control is not subject to liquidation or exchange for another benefit. (d) Except for any disgorgement or forfeiture of benefits provided for under this Agreement, including Section 10(a) herein, a “change in no event shall any payment under this Agreement that constitutes “deferred compensationcontrol event” for purposes within the meaning of Section 409A of the Code and Code, (A) except as provided in clause (B)(ii), on the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A first business day following the first anniversary of the Code. (e) For the avoidance date of doubtsuch Anticipatory Termination, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by CBRL in its sole discretion. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that CBRL does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder, (ii) if the Executive retains full responsibility for is a Specified Employee and the potential application Delayed Payment Date is later than the date of Section 409A such Change of Control, on the Code to Delayed Payment Date. In the tax and legal consequences event of an Anticipatory Termination, any payments payable to Executive hereunder and (iii) CBRL shall or benefits that are not indemnify or otherwise compensate Executive for any violation deferred compensation within the meaning of Section 409A of the Code that my occur the Company is required to pay or provide pursuant to this Section 6 shall be paid or shall commence being provided on the date of the Change of Control. (iv) Notwithstanding the preceding provisions of this Section 6 in connection the event that either (x) the applicable Change in Control does not constitute a “change in the ownership or effective control” of the Company or “a change in the ownership of a substantial portion of the assets” of the Company (each as defined in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder as in effect from time to time) or (y) the Date of Termination occurs subsequent to the second anniversary of the Change of Control, any payments under Section 6(a)(ii) or 6(b)(i)(B) shall be paid as follows: (A) the amount of such payments that would have been paid under [the Senior Executive Employment Agreement between the Company and the Executive, dated July 17, 2007 upon a termination described in Section (VI)(B) thereof (as such agreement would have remained in effect) shall be paid in installments on the same payment schedule as would have applied under Section (VI)(B) thereof upon such a termination, and (B) any additional amounts due under Section 6(a)(ii) or 6(b)(i)(B) shall be paid in a lump sum in accordance with this Agreementthe provisions of Section 6(a) or 6(b) (in all cases subject to the delay required by Section 6(f)(ii) if applicable).