Cracker Barrel 2006 Annual Report Download - page 62

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8STOCK COMPENSATION PLANS
The Company’s employee compensation plans are
administered by the Compensation and Stock Option
Committee of the Board of Directors (the “Committee”).
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 exer-
cise of any awards.
The CBRL Group, Inc. 2002 Omnibus Incentive
Compensation Plan (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, restricted stock, performance shares, cash
bonuses, qualified performance-based awards or any
other type of award consistent with the Omnibus
Plan’s purpose. Except as described below for certain
options granted to non-employee directors, the option
price per share of all options granted under the
Omnibus Plan are required to 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
the option is granted. Under the Omnibus Plan, non-
employee directors are granted annually on the day of
the annual shareholders meeting an option to
purchase up to 5,000 shares of the Company’s common
stock, and awards of up to 2,000 shares of restricted
stock or restricted stock units. The option price per
share will 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. Additionally, non-employee
directors newly elected or appointed between an
annual shareholders meeting (typically in November)
and the following July 31 receive an option on
the day of election or appointment to acquire up to
5,000 shares of the Company’s common stock or
awards of up to 2,000 shares of restricted stock or
restricted stock units. Options granted to date under
the Omnibus Plan become exercisable each year
at a cumulative rate of 33% per year and expire ten
years from the date of grant. At July 28, 2006, there
were 1,331,530 shares of the Company’s common stock
reserved for future issuance under the Omnibus Plan.
The CBRL Group, Inc. 2000 Non-Executive Stock
Option Plan (“Employee Plan”) covered employees who
are not officers or directors of the Company. The stock
options were granted with an exercise price 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 the option was granted and become exer-
cisable each year at a cumulative rate of 33% per year
and expire ten years from the date of grant. An aggre-
gate of 4,750,000 shares of the Company’s common
stock originally were authorized under this plan which
expired on July 29, 2005.
The Company also has an Amended and Restated
Stock Option Plan (the “Plan”) that allowed the
Committee to grant options to purchase an aggregate
of 17,525,702 shares of the Company’s common stock.
At July 28, 2006, there were 909,598 shares of the
Company’s common stock reserved for future 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 at a cumu-
lative rate of 33% per year and expire ten years from
the date of grant.
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 aggre-
gate of 1,518,750 shares of the Company’s common
stock was 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.
Effective July 30, 2005, the Company adopted
the fair value recognition provisions of SFAS No. 123R
using the modified prospective method. Under this
method, share-based compensation cost for 2006
includes the portion vesting in the period for (1) all
share-based payments granted prior to, but not vested