Panera Bread 2007 Annual Report Download - page 81

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the form of stock options (both qualified and non-qualified), stock appreciation rights, performance shares,
restricted stock, or stock units, to employees and consultants. As a result of stockholder approval of the 2006 Plan,
effective as of May 25, 2006, the Company will grant no further stock options, restricted stock or other awards under
the 1992 Plan.
Formula Stock Option Plan for Independent Directors — The Company’s Board of Directors authorized the
Formula Plan on January 27, 1994. The Formula Plan is authorized for the issuance of a total of 300,000 shares and
was adopted by stockholders on May 25, 1994. Each option granted to the independent directors is fully vested at
the grant date, and is exercisable, either in whole or in part, for six years following the grant date. The plan expired in
January 2004 and no further shares are available for issuance under the Formula Plan. In January 2006, the Board of
Directors authorized a new compensation arrangement for independent directors that compensates directors at a
fixed dollar amount, with payment consistent with the 2005 LTIP and expected to be made through a combination of
cash, stock options, and restricted stock.
2001 Employee, Director, and Consultant Stock Option Plan — The Company adopted the 2001 Plan in June
2001. A total of 3,000,000 shares of Class A Common Stock were authorized for issuance under the 2001 Plan as
awards, which could have been in the form of stock options, to employees, directors, and consultants. As a result of
stockholder approval of the 2006 Plan, effective as of May 25, 2006, the Company will grant no further stock
options under the 2001 Plan.
Employee Stock Purchase Plan — The Company maintains an Employee Stock Purchase Plan (“ESPP”)
which was authorized to issue 825,000 shares of Class A Common Stock. The ESPP gives eligible employees the
option to purchase Class A Common Stock (total purchases in a year may not exceed 10 percent of an employee’s
current year compensation) at 85 percent of the fair market value of the Class A Common Stock at the end of each
calendar quarter. There were approximately 42,000 and 29,000 shares purchased with a weighted average fair value
of purchase rights of $7.42 and $9.88 during the fiscal years ended December 25, 2007 and December 26, 2006,
respectively. For the fiscal years ended December 25, 2007 and December 26, 2006, the Company recognized
expense of approximately $0.3 million and $0.3 million related to stock purchase plan discounts, respectively.
Cumulatively, there were approximately 710,000 shares issued under this plan as of December 25, 2007 and
approximately 668,000 shares issued under this plan as of December 26, 2006.
Under APB No. 25, the Company did not expense stock-based compensation costs during the fiscal year ended
December 27, 2005. The Company’s pro forma net income and pro forma earnings per share for fiscal year ended
December 27, 2005, had compensation costs for the Company’s stock option plans been determined under the fair
71
PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)