Quarterly report pursuant to Section 13 or 15(d)


6 Months Ended
Jun. 24, 2012

The Company maintains the Chuy’s Holdings, Inc. Amended and Restated 2006 Stock Option Plan (the “2006 Plan”). On April 6, 2012, the Company amended the 2006 Plan to increase the shares available for the issuance of options under the Plan from 1,004,957 to 1,070,209 shares of the Company’s common stock. Options granted have a maximum term of 10 years. Subject to an optionee’s continued employment, options granted on December 6, 2006 vested 60% on the third anniversary of the date of grant and 20% on each of the fourth and fifth anniversaries of the date of the grant. Options granted after December 6, 2006 vest 20% on each of the first five anniversaries of the date of grant as long as the optionee remains in the continuous employment of the Company through such dates. In addition, under the 2006 Plan, all employee options would immediately vest upon a change in control. In connection with the IPO, the Company terminated the 2006 Plan, and no further awards will be granted under the 2006 Plan. The termination of the 2006 Plan did not affect awards outstanding under the 2006 Plan at the time of its termination and the terms of the 2006 Plan continue to govern outstanding awards granted under the 2006 Plan.

Prior to the IPO, the Company adopted the 2012 Omnibus Equity Incentive Plan (the “2012 Plan”). A total of 1,250,000 shares of common stock are reserved and available for issuance under the 2012 Plan.

Stock-based compensation cost recognized in the accompanying consolidated statements of income was $61,000 and $114,000 for the thirteen weeks and $175,000 and $175,000 for the twenty-six weeks ended June 24, 2012 and June 26, 2011, respectively.

A summary of stock-based compensation activity and changes for the twenty-six weeks ended June 24, 2012 are as follows:


     Shares     Weighted
Exercise Price
Term (Year)

Outstanding and expected to vest at December 25, 2011

     970,273      $ 4.36         


     63,797        13.54         


     -          -           


     (4,350     8.88         




Outstanding and expected to vest at June 24, 2012

     1,029,720      $ 4.90         5.61       $ 8,589   




Exercisable at June 24, 2012

     738,824      $ 3.72         5.02       $ 6,882   




The aggregate intrinsic value in the table above is obtained by subtracting the weighted average exercise price from the estimated fair value of the underlying common stock as of June 24, 2012 and multiplying this result by the related number of options outstanding and exercisable at June 24, 2012. The estimated fair value of the common stock as of June 24, 2012 used in the above calculation was $13.00 per share, the price at which we sold our common stock in the IPO.

The Company assumed zero forfeitures as options have been granted to senior management level employees for which the Company has experienced historically low turnover. The expected term was calculated based upon similar grants of comparable companies.

The weighted-average grant date fair value of options granted during the twenty-six weeks ended June 24, 2012 was $5.28 per share, as estimated at the date of grant using the Black-Scholes pricing model. Expected volatility was based on competitors within the industry with the following weighted-average assumptions:


Dividend yield


Expected volatility


Risk-free rate of return


Expected life

     5 years   

There was $755 of total unrecognized compensation costs related to options granted under the Plan as of June 24, 2012. These costs will be recognized through the year 2016. In the event of a change of control, all of the Company’s unrecognized compensation costs would be immediately recognized.