Cracker Barrel 2012 Annual Report Download - page 50

Compensation Expense
e following table highlights the components of share-
based compensation expense for each of the three years:
2012 2011 2010
Nonvested stock awards $ 11,440 $ 6,652 $ 9,999
Stock options 1,290 2,155 3,194
MSU Grants 1,690 989 —
Total compensation expense $ 14,420 $ 9,796 $ 13,193
e following table highlights the total unrecognized
compensation expense related to nonvested stock, stock
options and MSU Grants and the weighted-average periods
over which the expense is expected to be recognized as of
August 3, 2012:
Nonvested Stock MSU
Stock Options Grants
Total unrecognized compensation $ 1,911 $ 85 $ 1,761
Weighted-average period in years 2.04 0.10 1.64
e following table highlights the total income tax benet
recognized in the Consolidated Statements of Income for
each of the three years:
2012 2011 2010
Total income tax benet $ 4,254 $ 2,576 $ 3,470
During 2012, cash received from the exercise of share-
based compensation awards and the corresponding issuance
of 897,588 shares was $17,602. e excess tax benet
realized upon exercise of share-based compensation awards
was $4,502.
On August 6, 2012, the Company announced Michael A.
Woodhouse’s intention to retire as Executive Chairman of
the Company’s Board of Directors eective November 7,
2012. Additionally, Mr. Woodhouse will not stand for
election at the Company’s 2012 annual meeting of share-
holders, currently scheduled for November 15, 2012. Under
the terms of Mr. Woodhouse’s amended employment
agreement, based on service provided through November 7,
2012 (the “Term”), he will receive a pro rata award of his
2012 MSU Grants and 2012 LTPP award pursuant to the
retirement provisions of these stock awards. He will also
receive a pro rata award of any additional long term incentive
plan established by the Company prior to the Term. He will
forfeit his 2011 MSU Grants. Subject to completion of
service through the Term, Mr. Woodhouse will also receive a
cash payment of $900,000. Additionally, the Company will
provide COB premium payments for up to 18 months
following the Term.
12 SHAREHOLDER RIGHTS PLANS
September 22, 2011 Shareholder Rights Plan
On September 22, 2011, the Company’s Board of Directors
adopted a shareholder rights plan (the “September 22, 2011
Rights Agreement”) and the Company declared a dividend
of one preferred share purchase right (a “Right”) to share-
holders of record on October 3, 2011. e September 22,
2011 Rights Agreement was not approved by the Company’s
shareholders at its annual shareholders’ meeting on
December 20, 2011. As a result, the September 22, 2011
Rights Agreement was terminated and the Rights expired on
December 28, 2011, following certication of voting results
at the annual shareholders’ meeting.
April 9, 2012 Shareholder Rights Plan
On April 9, 2012, the Company’s Board of Directors adopted
a shareholder rights plan, as set forth in the Rights Agree-
ment dated as of April 9, 2012 (the “April 9, 2012 Rights
Agreement”), by and between the Company and American
Stock Transfer & Trust Company, LLC, as rights agent. Pursuant
to the terms of the April 9, 2012 Rights Agreement, the
Board of Directors declared a dividend of one Right for each
outstanding share of common stock, par value $0.01 per share.
e dividend was payable on April 20, 2012 to the shareholders
of record as of the close of business on April 20, 2012.
e Rights
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 certicated shares, the certicates that represent
such shares of common stock. New Rights will accompany
any new shares of common stock the Company issues aer
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