Cracker Barrel 2009 Annual Report Download - page 71

69
to purchase an aggregate of 17,525,702 shares of the
Company’s common stock. At July 31, 2009, there were
599,954 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 the Company’s common stock on the date
of grant. Options granted to date under the Plan generally
have been exercisable each year at a cumulative rate of
33% per year and expire ten years from the date of grant.
At July 31, 2009, there were outstanding awards for
1,314,289 shares under this plan.
Omnibus Plan
The Company’s 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, nonvested stock, performance shares,
cash bonuses, qualified performance-based awards or any
other type of award consistent with the Omnibus Plan’s
purpose. The option price per share of all options granted
under the Omnibus Plan is required to be at least 100% of
the fair market value of the Company’s common stock based
on the date of grant. 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 nonvested stock or nonvested
stock units. 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 nonvested stock or
nonvested 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 31, 2009, there were outstanding awards for
1,287,675 shares under this plan and 539,924 shares of
the Company’s common stock reserved for future issuance
under this plan.
Mid-Term Incentive and Retention Plans
The Committee established the FY2006 and FY2007 Mid-
Term Incentive and Retention Plans (“2006 MTIRP” and
“2007 MTIRP,” respectively) pursuant to the Omnibus Plan,
for the purpose of rewarding certain officers. The 2006
MTIRP award was calculated during 2006 based on
achievement of qualified financial performance measures,
but restricted until vesting occurred on the last day of
2008. At August 1, 2008, the nonvested stock of 55,599
shares under the 2006 MTIRP vested, and cash and
dividends earned under the 2006 MTIRP of $205 and $71,
respectively, were paid on August 4, 2008.
The 2007 MTIRP award was calculated during 2007 based
on achievement of qualified financial performance
measures, but restricted until vesting occurs on the last day
of 2009. At July 31, 2009, the nonvested stock of 63,098
shares under the 2007 MTIRP vested, and cash and
dividends earned under the 2007 MTIRP of $346 and $96,
respectively, were paid on August 3, 2009.
Stock Ownership Plan
The Committee established the Stock Ownership
Achievement Plan (“Stock Ownership Plan”) pursuant to the
Omnibus Plan, for the purpose of rewarding certain
executive officers of the Company for early achievement of
target stock ownership levels in 2005 and in the future.
Upon meeting the stock ownership levels at an earlier date
than required and upon approval by the Committee, the
Company will award unrestricted shares to those certain
officers on the first Monday of the next fiscal year. The
Stock Ownership Plan reward is expensed over the year
during which those certain officers achieve the stock
ownership target, beginning when the target is met. On
August 3, 2009, August 4, 2008 and August 6, 2007,
the Company issued 2,500, 2,100 and 2,500 unrestricted
shares of common stock less shares withheld for taxes to
the certain executive officers that earned the award in
2009, 2008 and 2007, respectively. The Stock Ownership
Plan expired at the end of 2009 and the Committee elected
to not renew the Plan. As a result, no additional awards
will be made under this plan.
6948Financials.qxd:Layout 1 10/6/09 3:10 PM Page 69