Panera Bread 2004 Annual Report Download - page 52

Consolidated Statements of Operations. See Note 4 to the Consolidated Financial Statements for information related to the acquisition
of this minority interest in fiscal 2004.
14. Stockholders’ Equity
Common Stock
On June 6, 2002, the stockholders approved an increase in the number of authorized shares of the Company’s Class A and Class B
common stock enabling the Company to complete a two-for-one common stock split in the form of a stock dividend. On June 24,
2002, stockholders received one additional share of common stock for each share of common stock held of record on June 10, 2002.
The stock split has been reflected in the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, and
Management’s Discussion and Analysis of Financial Condition and Results of Operations. All applicable references to the number of
common shares and per share information have been restated to reflect the two-for-one split on a retroactive basis.
Each share of Class B Common Stock has the same dividend and liquidation rights as each share of Class A Common Stock. The
holders of Class B Common Stock are entitled to three votes for each share owned. The holders of Class A Common Stock are entitled
to one vote for each share owned. Each share of Class B Common Stock is convertible, at the stockholder’s option, into Class A
Common Stock on a one-for-one basis. At December 25, 2004, the Company had reserved 5,887,075 shares of its Class A Common
Stock for issuance upon conversion of Class B Common Stock and exercise of awards granted under the Company’s 1992 Equity
Incentive Plan, Formula Stock Option Plan for Independent Directors, and 2001 Employee, Director, and Consultant Stock Option
Plan.
Registration Rights
Certain holders of Class B Common Stock, pursuant to stock subscription agreements, can require the Company under certain
circumstances to register their shares under the Securities Exchange Act of 1933, or have included in certain registrations all or part of
such shares at the Company’s expense.
Preferred Stock
The Company is authorized to issue 2,000,000 shares of Class B Preferred Stock with a par value of $.0001. The voting,
redemption, dividend, liquidation rights, and other terms and conditions are determined by the Board of Directors upon approval of
issuance. There were no shares issued or outstanding in 2004 and 2003.
Treasury Stock
In the third quarter of 2000, the Company repurchased 109,000 shares of Class A Common Stock at an average cost of $8.25 per
share.
15. Stock-Based Compensation
The Company’s equity compensation plans consist of the 1992 Equity Incentive Plan, the Formula Stock Option Plan for
Independent Directors, and the 2001 Employee, Director, and Consultant Stock Option Plan.
1992 Equity Incentive Plan
In May 1992, the Company adopted its Equity Incentive Plan (“Equity Plan”) to replace its Non-Qualified Incentive Stock Option
Plan. Under the Equity Plan, a total of 1,900,000 shares of Class A Common Stock were initially reserved for awards under the Equity
Plan. The Equity Plan was subsequently amended by the Board of Directors and the stockholders to increase the number of shares
available thereunder from 1,900,000 to 8,600,000. Awards under the Equity Plan can be in the form of stock options (both qualified
and non-qualified), stock appreciation rights, performance shares, restricted stock, or stock units.
Formula Stock Option Plan for Independent Directors
On January 27, 1994, the Company’s Board of Directors authorized the Formula Stock Option Plan for Independent Directors, as
defined in the related agreement. This plan authorized a total of 300,000 shares and was adopted by stockholders on May 25, 1994.
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