Wendy's 2012 Annual Report Download - page 95

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)
Repurchases of Common Stock
In November 2012, our Board of Directors authorized the repurchase of up to $100,000 of our common stock
through December 29, 2013, when and if market conditions warrant and to the extent legally permissible. No
repurchases were made for the year ended December 30, 2012.
Under the prior repurchase program, which expired at the end of fiscal 2011, our Board of Directors had
authorized in aggregate the repurchase of $495,000 of our common stock. During 2011 and 2010, the Company
repurchased 30,983 and 35,406 shares with an aggregate purchase price of $157,014 and $167,101, excluding
commissions of $542 and $642, respectively.
Preferred Stock
There were 100,000 shares authorized and no shares issued of preferred stock throughout 2012, 2011 and
2010.
Restricted Net Assets of Subsidiaries
Restricted net assets of consolidated subsidiaries were approximately $1,100,000, representing approximately
55% of The Wendy’s Company consolidated stockholders’ equity as of December 30, 2012 and consisted of net
assets of Wendy’s which were restricted as to transfer to The Wendy’s Company in the form of cash dividends, loans
or advances under the covenants of the Credit Agreement.
Dividends paid to The Wendy’s Company from its subsidiaries totaled $443,700 in 2010. No dividends were
paid in 2012 or 2011.
(16) Share-Based Compensation
The Company maintains several equity plans (the “Equity Plans”) which collectively provide or provided for
the grant of stock options, restricted shares, tandem stock appreciation rights, restricted share units and performance
shares (collectively, the “Grants”) to certain officers, other key employees, non-employee directors and consultants.
The Company has not granted any tandem stock appreciation rights. During 2010, the Company implemented the
2010 Omnibus Award Plan (the “2010 Plan”) for the issuance of equity awards as described above. All equity grants
during 2012 and 2011 were issued from the 2010 Plan and it is currently the only equity plan from which future
equity awards may be granted. As of December 30, 2012, there were approximately 43,647 shares of common stock
available for future grants under the 2010 Plan. During the periods presented in the consolidated financial statements,
the Company settled all stock option exercises and the vesting of restricted shares and performance shares with
treasury shares.
Stock Options
The Company’s current outstanding stock options have maximum contractual terms of ten years and vest
ratably over three years or cliff vest after three years. The exercise price of options granted is equal to the market price
of the Company’s common stock on the date of grant. The fair value of stock options on the date of grant are
calculated using the Black-Scholes Model. The aggregate intrinsic value of an option is the amount by which the fair
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