Panera Bread 2012 Annual Report Download - page 74

PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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The weighted-average fair value of option awards granted and assumptions used for the Black-Scholes option pricing model were
as follows for the periods indicated:
For the fiscal year ended
December 25,
2012 December 27, 2011 December 28, 2010
Fair value per option awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53.18 $ 37.46 $ 27.97
Assumptions:
Expected term (years). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 5
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.3% 40.3% 41.0%
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8% 1.3% 1.8%
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0% 0.0% 0.0%
1992 Equity Incentive Plan
The Company adopted the 1992 Plan in May 1992. A total of 8,600,000 shares of Class A common stock were authorized for
issuance under the 1992 Plan as awards, which could have been in 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.
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.
1992 Employee Stock Purchase Plan
The Company adopted the 1992 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 19,000, 21,000, and 28,000 shares purchased with a weighted-
average fair value of purchase rights of $22.68, $16.97, and $11.41 during fiscal 2012, fiscal 2011, and fiscal 2010, respectively.
For fiscal 2012, fiscal 2011, and fiscal 2010, the Company recognized expense of approximately $0.5 million, $0.4 million, and
$0.3 million in each of the respective years related to stock purchase plan discounts. Effective May 13, 2010, the Plan was amended
to increase the number of the Company’s Class A common stock shares authorized for issuance to 925,000. Cumulatively, there
were approximately 858,000 shares issued under this plan as of December 25, 2012, 839,000 shares issued under this plan as of
December 27, 2011, and 818,000 shares issued under this plan as of December 28, 2010.
17. Defined Contribution Benefit Plan
The Panera Bread Company 401(k) Savings Plan (the “Plan”) was formed under Section 401(k) of the Internal Revenue Code
(“the Code”). The Plan covers substantially all employees who meet certain service requirements. Participating employees may
elect to defer a percentage of his or her salary on a pre-tax basis, subject to the limitations imposed by the Plan and the Code. The
Plan provides for a matching contribution by the Company equal to 50 percent of the first 3 percent of the participant’s eligible
pay. All employee contributions vest immediately. Company matching contributions vest beginning in the second year of
employment at 25 percent per year, and are fully vested after 5 years. The Company contributed $1.8 million, $1.6 million, and
$1.4 million to the Plan in fiscal 2012, fiscal 2011, and fiscal 2010, respectively.
18. Business Segment Information
The Company operates three business segments. The Company Bakery-Cafe Operations segment is comprised of the operating
activities of the bakery-cafes owned directly and indirectly by the Company. The Company-owned bakery-cafes conduct business
under the Panera Bread®, Saint Louis Bread Co.® or Paradise Bakery & Café® names. These bakery-cafes offer some or all of the
following: fresh baked goods, made-to-order sandwiches on freshly baked breads, soups, salads, custom roasted coffees, and other
complementary products through on-premise sales, as well as catering.