Cracker Barrel 2012 Annual Report Download - page 52

period” aer consummation (such oers are referred to as
“qualifying oers”). In the event the Company receives a
qualifying oer and the Board of Directors has not redeemed
the Rights prior to the consummation of such oer, the
consummation of the qualifying oer shall not cause the
oeror or its aliates or associates to become an Acquiring
Person, and the Rights will immediately expire upon
consummation of the qualifying oer.
Exchange
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.
Anti-Dilution Provisions
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
reclassication of the Preferred Shares or common stock.
Amendments
e terms of the April 9, 2012 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 aects holders
of the Rights.
Expiration
If the April 9, 2012 Rights Agreement is approved by the
shareholders at the 2012 annual shareholders’ meeting, the
Rights will expire on April 9, 2015. If the shareholders do
not approve the April 9, 2012 Rights Agreement, it will
expire on the close of business on the day following certica-
tion of the vote at the 2012 annual meeting.
13 EMPLOYEE SAVINGS PLANS
e Company sponsors a qualied dened contribution
retirement plan (“401(k) Savings Plan”) covering salaried
and hourly employees who have completed ninety days
of service and have aained the age of twenty-one. is plan
allows eligible employees to defer receipt of up to 50%
of their compensation, as dened in the plan. e Company
also sponsors a non-qualied dened contribution retire-
ment plan (“Non-Qualied Savings Plan”) covering highly
compensated employees, as dened in the plan. is plan
allows eligible employees to defer receipt of up to 50% of
their base compensation and 100% of their eligible bonuses,
as dened in the plan.
Contributions under both plans 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 2012, 2011 and 2010, the Company
matched 25% of employee contributions for each participant
in either plan up to a total of 6% of the employee’s com-
pensation. 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 h anniversary
of employment.
At the inception of the Non-Qualied Savings Plan,
the Company established a Rabbi Trust to fund the plan’s
obligations. e market value of the trust assets for the
Non-Qualied Savings Plan of $29,443 is included in other
assets and the related liability to the participants of
$29,443 is included in other long-term obligations in the
Consolidated Balance Sheets. Company contributions
under both plans are recorded as either labor and other
related expenses or general and administrative expenses
in the Consolidated Statements of Income.
e following table summarizes the Company’s
contributions for each plan for each of the three years:
2012 2011 2010
401(k) Savings Plan $ 2,026 $ 1,986 $ 2,023
Non-Qualied Savings Plan 283 388 316
50