On July 30, 2009, the following compensatory plans or arrangements were approved for certain officers and/or directors of Cracker Barrel Old Country Store, Inc. (the "Company"). In accordance with the instructions to Item 5.02 to Form 8-K, the information provided in this Current Report on Form 8-K covers only those current executive officers who were "named executive officers" in the Company's most recent filing with the Commission under the Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K.

Awards Under Stock Ownership Achievement Incentive Plan (the "Ownership Plan")

The Ownership Plan was adopted in order to encourage the early attainment of the stock ownership guidelines (the "Ownership Guidelines") for certain officers of the Company and its subsidiaries ("Covered Officers") (such Ownership Guidelines are posted on the Company's website at crackerbarrel.com). The Ownership Guidelines set forth certain share ownership requirements that the Covered Officers are expected to attain over a five-year period. Under the Ownership Plan, a Covered Officer will be awarded common stock in the amount of the greater of 100 shares or two percent (2%) of the number of shares specified in the Ownership Guidelines for such Covered Officer, if the Covered Officer achieves certain specified progress each year during the five-year period toward the Ownership Guidelines. In future years, failure to achieve specified ongoing progress toward share ownership requirements would result in reduced option grants. As of July 30, 2009, it was determined that each of the following executive officers had achieved the specified progress and, accordingly, were awarded the following respective number of unrestricted shares of the Company's common stock on August 3, 2009, the first business day of the Company's 2010 fiscal year, which began on August 1, 2009 ("2010"):

                    Name                 Award (# of shares)
                    Michael A. Woodhouse             1,400
                    Douglas Barber                     500
                    N.B. Forrest Shoaf                 100
                    Terry Maxwell                      100
                    Edward A. Greene                   100

Payouts Under the 2007 Mid-Term Incentive Retention Plan (the "2007 MTIRP")

Reference is made to Item 1.01 of and Exhibit 10.2 to the Current Report on Form 8-K dated July 27, 2006 and filed by the Company (then known as CBRL Group, Inc.) with the Commission on August 1, 2006, which is incorporated herein by this reference, and which describes the 2007 MTIRP. Awards under the 2007 MTIRP vested at the end of the Company's 2009 fiscal year, July 31, 2009. Awards under the 2007 MTIRP were earned at the 60% level, resulting in the following awards of cash, restricted stock and dividends thereon to the named executive officers:

                             Number of      Accrued
    Name      Cash Award Restricted Shares Dividends
Mr. Woodhouse     --          27,091        $41,179
 Mr. Barber    $54,288         1,474        $2,241
  Mr. Shoaf       --           5,067        $7,702
 Mr. Maxwell      --           3,051        $4,637
 Mr. Greene    $35,100          953         $1,449

Restricted Share Targeted Retention Awards

The following executive officers received awards of shares of the Company's
common stock. These awards, which were made pursuant to the Company's 2002
Omnibus Incentive Compensation Plan and vest according to the schedules
described below.


    Name      Number of Shares       Vesting Schedule
  Mr. Shoaf        6,775       25% vest on July 30, 2010;
                               25% vest on July 30, 2011 and
                               the remaining 50% vest on
                               July 30, 2012
 Mr. Greene        16,938      50% vest on July 30, 2011 and
                               the remaining 50% vest on
                               July 30, 2012

On July 30, 2009, the Company's Board of Directors set December 2, 2009 as the date for this year's annual meeting of the Company's shareholders, which will be held in Lebanon, Tennessee at the Company's offices. The Company has established October 5, 2009 as the record date for voting at the annual meeting.