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Share-based Payment Arrangements
3 Months Ended
Mar. 26, 2022
Share-based Payment Arrangements
(2)
Share-based Payment Arrangements
As of March 26, 2022, the Company has an employee equity incentive plan, the 2011 equity incentive plan (the “2011 EIP”). The Company also has a stock compensation plan for members of its Board of Directors, the Amended and Restated 2013 Directors Stock Compensation Plan (as amended and restated as of May 17, 2016, the “2013 DSCP”). 6,000,000 shares of the Company’s common stock were authorized for issuance under the 2011 EIP and 115,000 shares of the Company’s common stock were authorized for issuance under the 2013 DSCP. The 2011 EIP and 2013 DSCP are each referred to herein as a “Plan,” and, collectively, as the “Plans.” Amounts recognized in the financial statements with respect to these Plans are as follows (in thousands):
 
    
Thirteen Weeks Ended
 
    
March 26,

2022
    
March 27,

2021
 
Total cost of the Plans during the period
   $ 1,995      $ 4,029  
Amount of related income tax benefit recognized during the period
     (3,360      (1,341
    
 
 
    
 
 
 
Net cost of the Plans during the period
   $ (1,365    $ 2,688  
    
 
 
    
 
 
 
Included in income tax benefits recognized in the thirteen-week periods ended March 26, 2022 and March 27, 2021 were excess tax benefits from stock-based awards of $2,869,000 and $343,000, respectively.
As of March 26, 2022, there were 56,502 shares of the Company’s common stock reserved for issuance under the 2013 DSCP and 3,230,826 shares of the Company’s common stock reserved for issuance under the 2011 EIP.
Restricted Stock Units
The following table summarizes information regarding the Company’s outstanding restricted stock unit (“RSU”) awards with either a performance condition or a market condition under the Plans:
 
    
Number of
RSUs
    
Weighted Average

Grant Date
Fair Value
 
Outstanding at December 25, 2021
     209,399      $ 102.90  
Granted
     49,405      $ 139.78  
Shares earned in excess of target
(1)
     91,497      $ 92.58  
Vested shares, including shares earned in excess of target
     (174,366    $ 96.14  
Forfeited
     (15,044    $ 103.31  
    
 
 
          
Outstanding at March 26, 2022
     160,891      $ 115.64  
    
 
 
          
 
(1)
Represents additional shares earned under each of the February 2, 2017; February 2, 2018 and February 1, 2019 RSU awards as fiscal year 2021 financial results exceeded target performance level.
During the thirteen-week period ended March 26, 2022, the Company granted RSUs with a performance condition. Outstanding RSUs at both December 25, 2021 and March 26, 2022 include RSUs with a performance condition and RSUs with a market condition, as further described below and in the Company’s 2021 Annual Report on Form
10-K.
RSUs with a performance condition granted on January 28, 2022 may vest on January 31 of 2025, 2026 and 2027 based on growth in operating income and
pre-tax
income per diluted share from continuing operations as compared to the results from the 2021 fiscal year.
The Company recognized approximately $
1,301,000 and $3,223,000 of share-based compensation expense related to RSU awards in the thirteen-week periods ended March 26, 2022 and March 27, 2021, respectively. As of March 26, 2022, there was a maximum of $27.3 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.9 years. With respect to RSU awards with a performance condition, the amount of future compensation expense to be recognized will be determined based
on future operating results.
 
Non-vested
Restricted Stock and Deferred Stock Units
The following table summarizes information regarding the Company’s outstanding shares of
non-vested
restricted stock and Deferred Stock Units (defined below) under the Plans:
 
    
Number of Shares

and Deferred
Stock Units
    
Weighted Average

Grant Date

Fair Value
 
Non-vested
at December 25, 2021
     56,436      $ 125.16  
Granted
     17,008      $ 152.44  
Vested
     (21,500    $ 110.16  
Forfeited
     (2,302    $ 108.59  
    
 
 
          
Non-vested
at March 26, 2022
     49,642      $ 141.77  
    
 
 
          
The fair value of each share of
non-vested
restricted stock issued and Deferred Stock Unit granted under the Plans is based on the fair value of a share of the Company’s common stock on the date of grant. Shares of
non-vested
restricted stock are generally subject to vesting in three equal annual installments either on the first, second and third anniversary of the date of the grant or the third, fourth and fifth anniversary of the date of the grant, or 100% on the first or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2013 DSCP plan, each recipient may elect to defer receipt of shares and instead receive restricted stock units (“Deferred Stock Units”), which represent contingent rights to receive shares of the Company’s common stock on the date of recipient separation from service from the Board of Directors, or, if earlier, upon a change in control event of the Company. Deferred Stock Units become vested 100% on the first anniversary of the date of the grant. Deferred Stock Units do not represent actual ownership in shares of the Company’s common stock and the recipient does not have voting rights or other incidents of ownership until the shares are issued. However, Deferred Stock Units do contain the right to receive dividend equivalent payments prior to settlement into shares.
As of March 26, 2022, there was $5,555,000 of total unrecognized compensation cost related to
non-vested
shares of restricted stock and Deferred Stock Units granted under the Plans. The unrecognized compensation cost related to these
non-vested
shares of restricted stock and Deferred Stock Units is expected to be recognized over a weighted average period of 2.4 years.
Stock Options
The following table summarizes information regarding the Company’s outstanding stock options under the Plans:
 
    
Number of
Options
    
Weighted Average
Exercise Price per
Share
    
Weighted Average
Remaining
Contractual
Term (years)
    
Aggregate Intrinsic
Value (000s)
 
Options outstanding at December 25, 2021
     8,570      $ 55.42                    
Exercised
     (3,500    $ 54.01                    
    
 
 
                            
Options outstanding at March 26, 2022
     5,070      $ 56.40        0.8      $ 495  
    
 
 
                            
Options exercisable at March 26, 2022
     5,070      $ 56.40        0.8      $ 495  
    
 
 
                            
The total intrinsic value of stock options exercised during the thirteen-week periods ended March 26, 2022 and March 27, 2021 was $369,000 and $521,000, respectively.
As of March 26, 2022, there was no unrecognized compensation cost related to stock options granted under the Plans.