Cracker Barrel 2004 Annual Report Download - page 55

7,500 restricted shares which will vest one-third each year starting three years from the date of the grant. The
executive officer granted 19,000 restricted shares in 2000 left the company in 2003 and forfeited 9,500 restricted
shares. The Company's compensation expense, net of forfeitures, for these restricted shares was $116, $462 and
$616 in 2004, 2003 and 2002, respectively.
7. STOCK COMPENSATION PLANS
The Company’s employee compensation plans are administered by the Compensation and Stock Option
Committee (the “Committee”) of the Board. The Committee is authorized to determine, at time periods within its
discretion and subject to the direction of the Board, which employees will be granted options and other awards, the
number of shares covered by any awards granted, and within applicable limits, the terms and provisions relating to
the exercise of any awards.
On September 26, 2002, the Board approved the CBRL Group 2002 Omnibus Incentive Compensation Plan
(“Omnibus Plan”) for all employees and non-employee directors of the Company. That Omnibus Plan was
subsequently approved by shareholders at the Company’s 2002 Annual Shareholders Meeting. The Omnibus Plan
allows the Committee to grant awards for an aggregate of 2,500,000 shares of the Company's common stock. The
Omnibus Plan authorizes the following types of awards to all eligible participants other than non-employee directors:
stock options, stock appreciation rights, stock awards, performance shares, cash bonuses, qualified performance-
based awards or any other type of award consistent with the Omnibus Plan’s purpose. Under the Omnibus Plan,
non-employee directors are granted annually on the day of the Annual Shareholders Meeting an option to purchase
5,000 shares of the Company’s common stock with an option price per share of at least 100% of the fair market
value of a share of the Company's common stock based on the closing price on the day preceding the day the
option is granted. Additionally, non-employee directors newly elected or appointed between the Annual
Shareholders Meeting and July 31 of the next year receive an option to purchase 5,000 shares of the Company’s
common stock with an option price per share of at least 100% of the fair market value of a share of the Company's
common stock based on the closing price on the day preceding the day the option is granted. Options granted to
date under the Omnibus Plan become exercisable each year on a cumulative basis at a rate of 33% of the total
shares covered by the option beginning one year from the date of grant, expiring ten years from the date of grant
and are non-transferable. At July 30, 2004, there were 2,108,515 shares of the Company’s common stock reserved
for issuance under the Omnibus Plan.
On May 25, 2000, the Board approved the CBRL Group, Inc. 2000 Non-Executive Stock Option Plan
(“Employee Plan”) for employees who are not officers or directors of the Company. The Employee Plan allows the
Committee to grant options to purchase an aggregate of 4,750,000 shares of the Company’s common stock. The
option price per share under the Employee Plan must be at least 100% of the fair market value of a share of the
Company’s common stock based on the closing price on the day preceding the day the option is granted. Options
granted to date under the Employee Plan become exercisable each year on a cumulative basis at a rate of 33% of
the total shares covered by the option beginning one year from the date of grant, to expire ten years from the date of
grant and are non-transferable. At July 30, 2004, there were 159,428 shares of the Company’s common stock
reserved for issuance under the Employee Plan.
The Company also has an Amended and Restated Stock Option Plan (the “Plan”) that originally allowed the
Committee to grant options to purchase an aggregate of 17,525,702 shares of the Company’s common stock. At
July 30, 2004, there were 1,519,603 shares of the Company’s common stock reserved for issuance under the Plan.
The option price per share under the Plan must be at least 100% of the fair market value of a share of the
Company’s common stock based on the closing price on the day preceding the day the option is granted. Options
granted to date under the Plan generally have been exercisable each year on a cumulative basis at a rate of 33% of
the total number of shares covered by the option beginning one year from the date of grant, expire ten years from
the date of grant and are non-transferable. Beginning in 2000, a long-term incentive award was granted to certain
officers, which included stock options. The options granted under this award would vest at the end of five years
after the grant (subject to earlier vesting upon accomplishments of specified Company performance goals) and are
non-transferable. As of August 1, 2003, options to purchase 261,826 shares of the Company’s common stock
vested early and options to purchase 255,050 shares vested on July 30, 2004 under the long-term incentive award.
The options have a six-month life following confirmation of vesting by the Committee.
In 1989, the Board adopted the Cracker Barrel Old Country Store, Inc. 1989 Stock Option Plan for Non-
employee Directors (“Directors Plan”). The stock options were granted with an exercise price equal to the fair
market value of the Company’s common stock as of the date of grant and expire one year from the retirement of the
director from the Board. An aggregate of 1,518,750 shares of the Company’s common stock were authorized by
the Company’s shareholders under this plan. Due to the overall plan limit, no shares have been granted under this
plan since 1994.
A summary of the status of the Company’s stock option plans for 2004, 2003 and 2002, and changes during
those years follows: