Panera Bread 2009 Annual Report Download - page 79

granted under the Company’s 1992 Equity Incentive Plan, 2001 Employee, Director, and Consultant Stock Option
Plan, and the 2006 Stock Incentive Plan, and upon conversion of Class B common stock.
Registration Rights
At December 29, 2009, 94.2 percent of the Class B common stock is owned by the Company’s Chairman and
Chief Executive Officer (“CEO”). Certain holders of Class B common stock, including the Company’s CEO,
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 fiscal years 2009 and 2008.
Treasury Stock
Pursuant to the terms of the Panera Bread 1992 Stock Incentive Plan and the Panera Bread 2006 Stock
Incentive Plan and the applicable award agreements, the Company repurchased 32,135 shares of Class A common
stock at a weighted-average cost of $53.66 per share during fiscal 2009, 20,378 shares of Class A common stock at a
weighted-average cost of $49.87 per share during fiscal 2008, and 6,594 shares of Class A common stock at a
weighted-average cost of $43.62 per share during fiscal 2007, as were surrendered by participants as payment of
applicable tax withholdings on the vesting of restricted stock. Shares so surrendered by the participants are
repurchased by the Company at fair market value pursuant to the terms of those plans and the applicable award
agreements and not pursuant to publicly announced share repurchase programs. The shares surrendered to the
Company by participants and repurchased by the Company are currently held by the Company as treasury stock.
Share Repurchase Program
During fiscal 2009, fiscal 2008, and fiscal 2007, the Company purchased shares of Class A common stock
under authorized share repurchase programs. Repurchased shares were retired immediately and resumed the status
of authorized but unissued shares. See Note 12 for further information with respect to the Company’s share
repurchase programs.
17. Stock-Based Compensation
The Company accounts for its stock-based compensation arrangements in accordance with the accounting
standard for share-based payment in the Company’s consolidated financial statements and accompanying notes,
which requires the Company to measure and record compensation expense in its consolidated financial statements
for all stock-based compensation awards using a fair value method.
As of December 29, 2009, the Company had one active stock-based compensation plan, the 2006 Stock
Incentive Plan (“2006 Plan”), and had options and restricted stock outstanding (but can make no future grants) under
two other stock-based compensation plans, the 1992 Equity Incentive Plan (“1992 Plan”) and the 2001 Employee,
Director, and Consultant Stock Option Plan (“2001 Plan”).
2006 Stock Incentive Plan
In the first quarter of fiscal 2006, the Company’s Board of Directors adopted the 2006 Plan, which was
approved by the Company’s stockholders in May 2006. The 2006 Plan provides for the grant of up to
1,500,000 shares of the Company’s Class A common stock (subject to adjustment in the event of stock splits
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PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)