Cracker Barrel 2011 Annual Report Download - page 50

Aer the Distribution Date, each Right will generally
entitle the holder, except the Acquiring Person or any
associate or affiliate thereof, to acquire, for the exercise price
of $200.00 per Right (subject to adjustment as provided
in the Rights Agreement), shares of the Company’s common
stock (or, in certain circumstances, Preferred Shares) having
a market value equal to twice the Right’s then-current exercise
price. In addition, if, the Company is later acquired in a
merger or similar transaction aer the Distribution Date, each
Right will generally entitle the holder, except the Acquiring
Person or any associate or affiliate thereof, to acquire, for the
exercise price of $200.00 per Right (subject to adjustment
as provided in the Rights Agreement), shares of the acquiring
corporation having a market value equal to twice the Right’s
then-current exercise price.
Each one one-hundredth of a Preferred Share, if issued:
rwill not be redeemable.
rwill entitle holders to quarterly dividend payments of $0.01
per share, or an amount equal to the dividend paid on one
share of common stock, whichever is greater.
rwill entitle holders upon liquidation either to receive $1
per share or an amount equal to the payment made on one
share of common stock, whichever is greater.
rwill have the same voting power as one share of common
stock.
rif shares of the Company’s common stock are exchanged
via merger, consolidation, or a similar transaction, will
entitle holders to a per share payment equal to the payment
made on one share of common stock.
e value of one one-hundredth of a Preferred Share will
generally approximate the value of one share of common stock.
e Rights will expire on September 22, 2014, but would
expire immediately following the 2011 annual shareholders’
meeting if the rights plan is not approved by shareholders.
Aer a person or group becomes an Acquiring Person, but
before an Acquiring Person owns 50% or more of the
Company’s outstanding common stock, the Board of Directors
may extinguish the Rights by exchanging one share of
common stock or an equivalent security for each Right, other
than Rights held by the Acquiring Person.
e Board of Directors may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable
and the number of outstanding Rights to prevent dilution that
may occur from a stock dividend, a stock split, a reclassification
of the Preferred Shares or common stock.
e terms of the Rights Agreement may be amended by the
Board of Directors without the consent of the holders of the
Rights. Aer a person or group becomes an Acquiring Person,
the Board of Directors may not amend the agreement in a
way that adversely affects holders of the Rights.
12 EMPLOYEE SAVINGS PLANS
e Company sponsors a qualified defined contribution
retirement plan (“Plan I”) covering salaried and hourly
employees who have completed ninety days of service and
have aained the age of twenty-one. Plan I allows eligible
employees to defer receipt of up to 16% of their compensa-
tion, as defined in the plan. e Company also sponsors a
non-qualified defined contribution retirement plan (“Plan II”)
covering highly compensated employees, as defined in the
plan. Plan II allows eligible employees to defer receipt of up to
50% of their base compensation and 100% of their eligible
bonuses, as defined in the plan. Contributions under both
Plan I and Plan II may be invested in various investment funds
at the employee’s discretion. Such contributions, including
the Company matching contribution described below, may not
be invested in the Company’s common stock. In 2011, 2010
and 2009, the Company matched 25% of employee contributions
for each participant in either Plan I or Plan II up to a total of
6% of the employee’s compensation. Employee contributions
vest immediately while Company contributions vest 20%
annually beginning on the participant’s first anniversary of
employment and are vested 100% on the participant’s fih
anniversary of employment. In 2011, 2010 and 2009, the
Company contributed approximately $1,986, $2,023 and
$2,052, respectively, under Plan I and approximately $388,
$316 and $285, respectively, under Plan II. At the inception of
Plan II, the Company established a Rabbi Trust to fund Plan II
obligations. e market value of the trust assets for Plan II
of $29,665 is included in other assets and the liability to Plan II
participants of $29,665 is included in other long-term obliga-
tions in the Consolidated Balance Sheets. Company
contributions under Plan I and Plan II are recorded as either
labor and other related expenses or general and administrative
expenses in the Consolidated Statements of Income.
48
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