Einstein Bros 2004 Annual Report Download - page 49

http://www.sec.gov/Archives/edgar/data/949373/000104746905006202/a2153240z10-k.htm[9/11/2014 10:13:29 AM]
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15. STOCKHOLDERS' EQUITY
Common Stock
We are authorized to issue up to 15 million shares of common stock, par value $0.001 per share. As of December 28, 2004 and December 30,
2003, there were 9.849 million and 9.842 million shares outstanding, respectively.
Series A Junior Participating Preferred Stock
In June 1999, our board of directors authorized the issuance of a Series A junior participating preferred stock in the amount of 700,000 shares.
This authorization was made in accordance with the Stockholders' Rights Plan. There are currently no issued shares.
Stockholder Protection Rights Plan
We maintain a Stockholder Protection Rights Plan (the Plan). Upon implementation of the Plan in June 1999, our Board declared a dividend
distribution of one right on each outstanding share of common stock, as well as on each share later issued. Each right will allow stockholders to buy
one one-hundredth of a share of Series A junior participating preferred stock at an exercise price of $10.00. The rights become exercisable if an
individual or group acquires 15% or more of common stock, or if an individual or group announces a tender offer for 15% or more of common
stock. The Board can redeem the rights at $0.001 per right at any time before any person acquires 15% or more of the outstanding common stock.
In the event an individual (the "Acquiring Person") acquires 15% or more of the outstanding common stock, each right will entitle its holder to
purchase, at the right's exercise price, one one-hundredth of a share of Series A junior participating preferred stock, which is convertible into
common stock at one-half of the then value of the common stock, or to purchase such common stock directly if there are a sufficient number of
Shares of common stock authorized. Our Board has the ability to exclude any Acquiring Person from the provision of the stockholders rights plan,
resulting in such Acquiring Person's purchase of our common stock not triggering the plan. Rights held by the Acquiring Person are void and will
not be exercisable to purchase shares at the bargain purchase price. If we are acquired in a merger or other business combination transaction, each
right will entitle its holder to purchase, at the right's then-current exercise price, a number of the acquiring company's common shares having a
market value at that time of twice the right's exercise price.
16. STOCK OPTION AND WARRANT PLANS
1994 and 1995 Plans
Our 1994 Stock Plan (1994 Plan) provided for the granting to employees of incentive stock options and for the granting to employees and
consultants of non-statutory stock options and stock purchase rights. On November 21, 2003, the board of directors terminated the authority to
issue any additional options under the 1994 Plan. At December 28, 2004, 17 options with an exercise price of $210.71 per share remained
outstanding under this plan.
Our 1995 Directors' Stock Option Plan (Directors' Option Plan) provided for the automatic grant of non-statutory stock options to non-
employee directors of the Company. On December 19, 2003, our board of directors terminated the authority to issue any additional options under
the Directors' Option
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Plan. At December 28, 2004, 2,324 options with a weighted average exercise price of $32.43 per share remained outstanding under this plan.
2003 Executive Employee Incentive Plan
On November 21, 2003, our board of directors adopted the Executive Employee Incentive Plan, amended on December 19, 2003 (2003 Plan).
The 2003 Plan provides for granting incentive stock options to employees and granting non-statutory stock options to employees and consultants.
Unless terminated sooner, the 2003 Plan will terminate automatically in December 2013. The board of directors has the authority to amend, modify
or terminate the 2003 Plan, subject to any required approval by our stockholders under applicable law or upon advice of counsel. No such action