Jack In The Box 2012 Annual Report Download - page 68

Nonvested stock units — In February 2009, the Board of Directors approved the issuance of a new type of stock award, nonvested stock units (“RSUs”).
RSUs are generally issued to executives, non-management directors and certain other members of management. Prior to fiscal 2011, RSUs were granted to
certain Executive and Senior Vice Presidents pursuant to our share ownership guidelines. These awards vest upon retirement or termination based on years of
service. As of September 30, 2012, 60,272 such RSUs were outstanding.
Beginning fiscal 2011, we replaced ownership share grants with time-vested RSUs for all Vice Presidents and Officers that vest ratably over five years and
have a 50% or 100% holding requirement on settled shares, which must be held until termination. As of September 30, 2012, 131,002 such RSUs were
outstanding. RSUs issued to non-management directors vest 12 months from the date of grant or upon termination of board service and totaled 44,842 units as
of September 30, 2012. RSUs issued to certain other employees typically cliff vest at three years and totaled 54,500 units as of September 30, 2012. These
awards are amortized to compensation expense over the estimated vesting period based upon the fair value of our common stock on the award date.
The following is a summary of RSU activity for fiscal 2012:
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Nonvested stock units outstanding at October 2, 2011
243,222
$20.75
Granted
133,485
22.26
Released
(86,091)
21.41
Nonvested stock units outstanding at September 30, 2012
290,616
$21.25
As of September 30, 2012, there was approximately $3.6 million of total unrecognized compensation cost related to RSUs, which is expected to be recognized
over a weighted-average period of 3.3 years. The weighted-average grant date fair value of awards granted was $22.26, $20.02 and $21.05 in 2012, 2011 and
2010, respectively. In 2012, 2011 and 2010, the total fair value of RSUs that vested and were released was $1.8 million, $0.9 million and $0.1 million,
respectively.
Non-management directors’ deferred compensation — All awards outstanding under our directors’ deferred compensation plan are accounted for as
equity-based awards and deferred amounts are converted into stock equivalents at the then-current market price of our common stock. During fiscal 2012 and
2011, 44,713 and 20,259 shares of common stock were issued in connection with director retirements having a fair value of $1.0 million and $0.5 million,
respectively. No deferrals were settled in 2010.
The following is a summary of the stock equivalent activity for fiscal 2012:
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Stock equivalents outstanding at October 2, 2011
157,466
$14.43
Deferred directors’ compensation
6,590
23.52
Stock distribution
(44,713)
11.02
Stock equivalents outstanding at September 30, 2012
119,343
$16.21
Employee stock purchase plan — The following is a summary of shares issued pursuant to our ESPP in each year:
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Common stock issued
11,087
13,140
14,565
Fair value of common stock issued
$21.65
$19.99
$19.32
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Repurchases of common stock — In May 2011, the Board of Directors approved a program to repurchase up to $100.0 million in shares of our common
stock expiring November 2012. During the first quarter of fiscal year 2012, we repurchased approximately 0.3 million shares at an aggregate cost of $6.4
million, completing the May 2011 authorization. In November 2011, the Board of Directors approved a new program to repurchase up to $100.0 million in
shares of our common stock expiring November 2013. During the fourth quarter of fiscal year 2012, we repurchased approximately 0.9 million shares at an
aggregate cost of $23.1 million under this authorization. As of September 30, 2012, the aggregate remaining amount authorized for repurchase was $76.9
million.
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