Cracker Barrel 2008 Annual Report Download - page 71

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69
or directors of the Company. The stock options were
granted with an exercise price of at least 100% of the fair
market value of a share of the Company’s common stock
based on the closing price on the day the option was
granted and become exercisable each year at a cumulative
rate of 33% per year and expire ten years from the date of
grant. An aggregate of 4,750,000 shares of the Company’s
common stock originally were authorized under this plan,
which expired on July 29, 2005. At August 1, 2008, there
were outstanding options for 440,820 shares under this plan.
Amended and Restated Stock Option Plan
The Company also has an Amended and Restated Stock
Option Plan (the “Plan”) that allows the Committee to
grant options to purchase an aggregate of 17,525,702
shares of the Company’s common stock. At August 1, 2008,
there were 788,180 shares of the Company’s common stock
reserved for future issuance under the Plan. The option
price per share under the Plan must be at least 100% of the
fair market value of a share of the Company’s common stock
based on the closing price on the day preceding the day
the option is granted. Options granted to date under the
Plan generally have been exercisable each year at a
cumulative rate of 33% per year and expire ten years from
the date of grant. At August 1, 2008, there were
outstanding options for 1,369,237 shares under this plan.
Omnibus Plan
The CBRL Group, Inc. 2002 Omnibus Incentive Compensation
Plan (the “Omnibus Plan”) allows the Committee to
grant awards for an aggregate of 2,500,000 shares of the
Company’s common stock. The Omnibus Plan authorizes
the following types of awards to all eligible participants
other than non-employee directors: stock options, stock
appreciation rights, stock awards, nonvested stock,
performance shares, cash bonuses, qualified performance-
based awards or any other type of award consistent with
the Omnibus Plan’s purpose. Except as described below for
certain options granted to non-employee directors, the
option price per share of all options granted under the
Omnibus Plan are required to be at least 100% of the fair
market value of a share of the Company’s common stock
based on the closing price on the day the option is
granted. Under the Omnibus Plan, non-employee directors
are granted annually on the day of the annual shareholders
meeting an option to purchase up to 5,000 shares of the
Company’s common stock, and awards of up to 2,000 shares
of nonvested stock or nonvested stock units. The option
price per share will be at least 100% of the fair market
value of a share of the Company’s common stock based on
the closing price on the day preceding the day the option
is granted. Additionally, non-employee directors newly
elected or appointed between an annual shareholders
meeting (typically in November) and the following July 31
receive an option on the day of election or appointment to
acquire up to 5,000 shares of the Company’s common stock
or awards of up to 2,000 shares of nonvested stock or
nonvested stock units. Options granted to date under the
Omnibus Plan become exercisable each year at a cumulative
rate of 33% per year and expire ten years from the date of
grant. At August 1, 2008, there were outstanding options
Mid-Term Incentive and Retention Plans
The Committee established the FY2005, FY2006 and FY2007
Mid-Term Incentive and Retention Plans (“2005 MTIRP,”
“2006 MTIRP,” and “2007 MTIRP,” respectively) pursuant to
the Omnibus Plan, for the purpose of rewarding certain
officers. The 2005 MTIRP award was calculated during 2005
based on achievement of qualified financial performance
measures, but restricted until vesting occurred on the last
day of 2007. At August 3, 2007, the nonvested stock of
38,910 shares under the 2005 MTIRP vested, and cash and
dividends earned under the 2005 MTIRP of $353 and $42,
respectively, were paid on August 6, 2007.
The 2006 MTIRP award was calculated during 2006 based
on achievement of qualified financial performance
measures, but restricted until vesting occurred on the last
day of 2008. At August 1, 2008, the nonvested stock of
55,599 shares under the 2006 MTIRP vested, and cash and
dividends earned under the 2006 MTIRP of $205 and $71,
respectively, were paid on August 4, 2008.
for1,215,771 shares underthis plan and 734,126 shares of
theCompany’s common stock reserved for futureissuance
under this plan.