Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION

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STOCK-BASED COMPENSATION
9 Months Ended
Sep. 23, 2012
STOCK-BASED COMPENSATION

5. STOCK-BASED COMPENSATION

The Company has outstanding awards under 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 2006 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 vest 20% on each of the first five anniversaries of the date of grant. In addition, under the 2006 Plan, all 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 those outstanding awards.

In connection with the IPO, the Company adopted the 2012 Omnibus Equity Incentive Plan (the “2012 Plan”) which allows the Company’s Board of Directors to grant stock options, restricted stock, and other equity-based awards to directors, officers, and key employees for the Company. The 2012 Plan provides for granting of options to purchase shares of common stock at an exercise price not less than the fair value of the stock on the date of grant. The options granted vest 20% on the each of the first five anniversaries of the date of grant and have a maximum term of 10 years. 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 income statements was $77 and $88 for the thirteen weeks and $252 and $263 for the thirty-nine weeks ended September 23, 2012 and September 25, 2011, respectively.

 

A summary of stock-based compensation activity and changes for the thirty-nine weeks ended September 23, 2012 are as follows:

 

     Shares     Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Term
(Year)
     Aggregate
Intrinsic
Value
 

Outstanding and expected to vest at December 25, 2011

     970,273      $ 4.36         

Granted

     88,297        15.63         

Forfeited

     (4,621     8.99         
  

 

 

   

 

 

    

 

 

    

 

 

 

Outstanding and expected to vest at September 23, 2012

     1,053,949      $ 5.28         5.46       $ 18,387   
  

 

 

   

 

 

    

 

 

    

 

 

 

Exercisable at September 23, 2012

     841,121      $ 3.72         4.79       $ 15,993   
  

 

 

   

 

 

    

 

 

    

 

 

 

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 September 23, 2012 and multiplying this result by the related number of options outstanding and exercisable at September 23, 2012. The estimated fair value of the common stock as of September 23, 2012 used in the above calculation was $22.73 per share, the closing price of the Company’s common stock on September 21, 2012.

The weighted-average grant date fair value of options granted during the thirty-nine weeks ended September 23, 2012 was $6.07 per share, as estimated at the date of grant using the Black-Scholes pricing model with the following weighted-average assumptions:  

Dividend yield

     0%   

Expected volatility

     44%   

Risk-free rate of return

     0.68%   

Expected life

     5.4 years   

The assumptions above represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. The expected term of options granted is based on a representative peer group with similar employee groups and expected behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury constant maturities rate in effect at the time of grant. The Company utilized a weighted rate for expected volatility based on a representative peer group within the industry.

There was $877 of total unrecognized compensation costs related to options granted under the 2006 Plan as of September 23, 2012. These costs will be recognized through the year 2017. In the event of a change of control, approximately $682 of the Company’s unrecognized compensation costs would be immediately recognized.