Cracker Barrel 2015 Annual Report Download - page 44

e following table highlights the total income tax benet
recognized in the Consolidated Statements of Income for
each of the three years:
2015 2014 2013
Total income tax benet $5,056 $2,438 $5,221
During 2015, the Companyissued 154,528 sharesof its
common stock resulting from the vesting of share-based
compensation awards and stock option exercises. Related tax
withholding paymentson certain share-based compensation
awardsexceeded proceedsreceived from the exercise of stock
options which resulted in a net reduction to shareholders’
equity of $4,816. e excess tax benet realizedupon exercise
of share-based compensation awards was $4,705.
11 SHAREHOLDER RIGHTSPLAN
On April 9, 2015, the Company’s Board of Directors declared
a dividend of one preferred share purchase right (a “Right”)
for each outstanding shareof common stock, parvalue $0.01
per share, and adopted a shareholder rightsplan,as set
forth in the Rights Agreement datedas of April 9, 2015 (the
“Rights Agreement”), by and between the Companyand
American Stock Transfer& Trust Company,LLC, as rights
agent. e dividend was payable on April 20, 2015 to the
shareholders of record as of the close of business on April 20,
2015. e Rights Agreement replaced the Company’s
previous shareholder rightsplan adopted in 2012 (the “2012
Plan”), and it became eective immediately following the
expiration of the 2012 Plan at the close of business on April 9,
2015. e 2012 Planand the preferred share purchase
rightsissued thereunder expiredby their own terms andshare-
holders of the Companywere not entitled to any payment
as a result of the expiration of the 2012 Plan.
e Rights
e Rights initially trade with, and are inseparable from, the
Company’scommon stock. e Rights are evidenced only by
the balances indicatedin the book-entry account system
of the transfer agent for the Company’s common stock or, in
the case of certicated shares, the certicates that represent
such shares of common stock. NewRights will accompany
anynew shares of common stock the Company issues aer
April 20, 2015 until the earlier of the Distribution Date,
redemption of the Rights by the Board of Directors or the
nalexpiration date of the Rights Agreement, each as
described below.
Exercise Price
Each Right will allow its holder to purchase from the
Company one one-hundredth of a shareof SeriesA Junior
Participating Preferred Stock (“Preferred Share”) for
$600.00, once the Rights become exercisable. is portion of
a Preferred Share will give the shareholder approximatelythe
same dividend and liquidation rights as would one share
of common stock. Prior to exercise,the Right does not give
its holder any dividend, voting, or liquidation rights.
Exercisability
e Rights will not be exercisable until 10 days aer the
public announcement that a personor group has become an
“Acquiring Person” by obtaining benecial ownership of
20% or more of the Company’s outstanding common stock.
Sharesheld by aliatesand associates of an Acquiring
Person, and Notional Common Shares (asdened in the
RightsAgreement) held by counterparties to a Derivatives
Contract (as dened in the Rights Agreement) with an
Acquiring Person, will be deemed to be benecially owned
by the Acquiring Person. Certain synthetic interestsin
securities created by derivative positions – whether or not
such interestsare considered to be ownership of the under-
lying common stock or are reportable for purposes of
Regulation 13D of the Securities Exchange Act – are treated as
benecial ownership of the number of sharesof the Com-
pany’scommon stock equivalent to the economic exposure
created by the derivative.
e date when the Rights become exercisable is the
“Distribution Date.” Until the Distribution Date, the common
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