Cracker Barrel 2011 Annual Report Download - page 49

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Compensation Expense
Compensation expense for share-based payment arrange-
ments was $2,155, $3,194 and $3,680, respectively, for stock
options in 2011, 2010 and 2009. Compensation expense
for nonvested was $6,652, $9,999 and $3,266, respectively, in
2011, 2010 and 2009. Compensation expense for PBSUs
was $989 in 2011. e total income tax benefit recognized in
the Consolidated Statements of Income for 2011, 2010 and
2009 for share-based compensation arrangements was $2,576,
$3,470 and $937, respectively.
During 2011, cash received from the exercise of share-
based compensation awards and the corresponding issuance
of 784,793 shares was $20,540. e excess tax benefit
realized upon exercise of share-based compensation awards
was $4,108.
Shareholder Rights Plan
On September 22, 2011, the Company’s Board of Directors
adopted a shareholder rights plan, as set forth in the Rights
Agreement dated as of September 22, 2011 (the “Rights
Agreement”), by and between the Company and American
Stock Transfer & Trust Company, LLC, as rights agent.
Pursuant to the terms of the Rights Agreement, the Board of
Directors declared a dividend of one preferred share purchase
right (a “Right”) for each outstanding share of common
stock, par value $.01 per share. e dividend is payable on
October 3, 2011 to the shareholders of record as of the close
of business on October3, 2011.
e Rights initially trade with, and are inseparable from,
the Company’s common stock.e Rights are evidenced only
by the balances indicated in the book-entry account system of
the transfer agent for the Company’s common stock or, in the
case of certificated shares, the certificates that represent such
shares of common stock. New Rights will accompany any new
shares of common stock the Company issues aer October 3,
2011 until the earlier of the Distribution Date, redemption
of the Rights by the Board of Directors or the final expiration
date of the Rights Agreement, each as described below.
Each Right will allow its holder to purchase from the
Company one one-hundredth of a share of SeriesA Junior
Participating Preferred Stock (“Preferred Share”) for $200.00,
once the Rights become exercisable.is portion of a
Preferred Share will give the shareholder approximately the
same dividend, voting, and liquidation rights as would one
share of common stock. Prior to exercise, the Right does not
give its holder any dividend, voting, or liquidation rights.
Based on the terms of the Rights Agreement, the
Rights will not be exercisable until 10 days aer the public
announcement that a person or group has become an
“Acquiring Person” by obtaining beneficial ownership of
10% or more of the Company’s outstanding common stock
(the “Distribution Date”).
e Rights would also not interfere with all-cash, fully
financed tender offers for all shares of common stock that
remain open for a minimum of 60 business days, are subject
to a minimum condition of a majority of the outstanding
shares and provide for a 20 business day “subsequent offering
period” aer consummation (such offers are referred to as
“qualifying offers”). In the event the Company receives a
qualifying offer and the Board of Directors has not redeemed
the Rights prior to the consummation of such offer, the
consummation of the qualifying offer shall not cause the offeror
or its affiliates or associates to become an Acquiring Person,
and the Rights will immediately expire upon consummation
of the qualifying offer.
e Board of Directors may redeem the Rights for $0.01
per Right at any time before any person or group becomes an
Acquiring Person. If the Board of Directors redeems any
Rights, it must redeem all of the Rights. Once the Rights are
redeemed, the only right of the holders of Rights will be to
receive the redemption price of $0.01 per Right. e
redemption price will be adjusted if the Company has a stock
split or stock dividends of its common stock.
Until the Distribution Date, the balances in the book-entry
accounting system of the transfer agent for the Company’s
common stock or, in the case of certificated shares, common
stock certificates, will evidence the Rights, and any transfer
of shares of common stock will constitute a transfer of Rights.
Aer the Distribution Date, the Rights will separate from
the common stock and will be evidenced solely by Rights
certificates that the Company will mail to all eligible
holders of common stock. Any Rights held by an Acquiring
Person or any associate or affiliate thereof will be void and
may not be exercised.
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