Exhibit 10(ee)


                                CBRL GROUP, INC.
               MID-TERM INCENTIVE AND RETENTION PLAN AWARD NOTICE

     This Mid-Term  Incentive and Retention  Plan Award Notice (the "Notice") is
dated this ____ day of  ________,  20__,  from CBRL  GROUP,  INC.,  a  Tennessee
corporation (the "Company") to ____________________,  ______________________  of
the Company (the "Employee").

     WHEREAS, the Compensation and Stock Option Committee of the Company's Board
of    Directors    has    authorized    an    award   to   the    Employee    of
________________________________  (_______)  shares of the  Company's  $0.01 par
value  common  stock  (the  "Restricted  Stock")  [and  cash  in the  amount  of
$____________]  pursuant  to the terms and  provisions  of the FY ____  Mid-Term
Incentive and Retention Plan (the "Plan") and this Notice;

     NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration,  including the services to be rendered to the Company by
the  Employee,  the  Company  does  hereby  award  the  Restricted  Stock to the
Employee,  and the  Employee,  by  [his][her]  signature  hereto,  accepts  such
Restricted Stock, on the following terms and conditions:

     (1) Grant of Restricted  Stock.  The Company  hereby grants to the Employee
_____________________  (_______) shares of Restricted Stock,  subject to all the
restrictions,  limitations  and other terms and  provisions of the Plan and this
Notice.  Upon  vesting,  the Company shall cause a  certificate  evidencing  the
Restricted  Stock to be issued by the Company's stock transfer  agent,  who will
release  such  Restricted   Stock  to  the  Employee  solely  upon  the  written
instructions of the Company.

     (2)   Restrictions.   Until  the   Restricted   Stock   vests  and  becomes
distributable  in accordance  with the Employment  Agreement,  the Plan and this
Notice,  the Employee  shall not have any of the rights of a shareholder  of the
Company with respect to the  Restricted  Stock,  including the right to vote the
shares or to receive any cash dividends.

     (3)  Vesting.  The  Restricted  Stock,  subject  to all  the  restrictions,
limitations  and other terms and  provisions of the Plan and this Notice,  shall
vest and become  distributable  without further or additional  conditions at the
end of the Company's ____ fiscal year.


     (4)  Non-transferability.  Unvested Restricted Stock is not transferable by
the Employee.

     [(5) Grant of Cash Award. The Company hereby awards to the Employee cash in
the amount of  $____________  (the  "Cash"),  subject  to all the  restrictions,
limitations and other terms and provisions of the Plan and this Notice.]

     (6) Notice  Subject to Plan.  This Notice does not undertake to express all
conditions,  terms and provisions of the Plan. The grant of the Restricted Stock
[and Cash] is subject in all  respects to all of the  restrictions,  limitations
and other  terms  and  provisions  of the Plan,  which,  by this  reference,  is
incorporated herein to the same extent as if copied verbatim.

     (7) Tax Withholding and Section 83(b)  Elections.  At the time the Employee
shall become subject to federal  income  taxation with respect to the Restricted
Stock  (normally  upon  vesting,  unless the  Employee  files an election  under
Section 83(b) of the Code),  the Employee shall pay to the Company the amount of
any Federal, state, local and other taxes required to be withheld by the Company
with respect to the  Restricted  Stock.  If the Employee files an election under
Section 83(b) of the Code with the Internal  Revenue Service to include the fair
market  value of any shares of  Restricted  Stock in gross income while they are
still subject to any  restrictions,  the Employee shall promptly  furnish to the
Company a copy of such election.  The Company may make such  provisions and take
such steps as it may deem  necessary or appropriate  for the  withholding of all
Federal,  state,  local and other taxes  required by law to be withheld upon the
vesting of the Restricted Stock.  Unless otherwise  determined by the Committee,
the Employee  will be  permitted  to elect to  surrender a sufficient  number of
shares of the vested  Restricted  Stock to satisfy  the  Company's  minimum  tax
withholding obligation.

     (8) Acceptance of Restricted Stock and [Cash].  The Employee hereby accepts
the Restricted Stock [and Cash] subject to all the restrictions, limitations and
other terms and provisions of the Plan and this Notice.

                            [Signature page follows.]






     WITNESS  the action of the Company  effective  as of the day and year first
above written.


The foregoing is acknowledged and accepted:

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                                             CBRL GROUP, INC.

                                             By:
                                                --------------------------------

                                             Name:
                                                  ------------------------------

                                             Title:
                                                   -----------------------------