Panera Bread 2012 Annual Report Download - page 69

PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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15. Stockholders’ Equity
Common Stock
The holders of Class A common stock are entitled to one vote for each share owned. The holders of Class B common stock are
entitled to three votes for each share owned. Each share of Class B common stock has the same dividend and liquidation rights
as each share of Class A common stock. 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, 2012, the Company had reserved 2,423,889 shares of its Class A
common stock for issuance upon exercise of awards 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 25, 2012, 94.8 percent of the Class B common stock was owned by the Company’s Chairman of the Board and Co-
Chief Executive Officer (“Chairman”). Certain holders of Class B common stock, including the Chairman, 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 $0.0001. 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 2012 and 2011.
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 42,100 shares of Class A common stock at a weighted-average cost of
$156.53 per share during fiscal 2012, 52,146 shares of Class A common stock at a weighted-average cost of $109.33 per share
during fiscal 2011, and 44,002 shares of Class A common stock at a weighted-average cost of $77.99 per share during fiscal 2010,
as were surrendered by participants as payment of applicable tax withholdings on the vesting of restricted stock and SSARs. 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 authorizations. The shares surrendered
to the Company by participants and repurchased by the Company are currently held by the Company as treasury stock.
Share Repurchase Authorization
During fiscal 2012, fiscal 2011, and fiscal 2010, the Company purchased shares of Class A common stock under authorized share
repurchase authorizations. Repurchased shares may be retired immediately and resume the status of authorized but unissued shares
or may be held by the Company as treasury stock. See Note 12 for further information with respect to the Company’s share
repurchase authorizations.
16. Stock-Based Compensation
As of December 25, 2012, 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 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 provided 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 or other similar events) as incentive stock options, non-statutory stock options and stock
settled appreciation rights (collectively “option awards”), restricted stock, restricted stock units, and other stock-based awards.
Effective May 13, 2010, the Plan was amended to increase the number of the Company’s Class A common stock shares available
to grant to 2,300,000. 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 2001 Plan or the 1992 Plan. The Company’s Board of Directors
administers the 2006 Plan and has sole discretion to grant awards under the 2006 Plan. The Company’s Board of Directors has
delegated the authority to grant awards under the 2006 Plan, other than to the Company’s Chairman of the Board, President, and