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Share-based Payment Arrangements | 9 Months Ended
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Sep. 24, 2022
Share-based Payment Arrangements |
(2) | Share-based Payment Arrangements
As of September 24, 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 2022 Directors Stock Compensation Plan (the “2022 DSCP”), which replaced the Amended and Restated 2013 Directors Stock Compensation Plan (as amended and restated, the “2013 DSCP”). At the Company’s 2022 Annual Meeting of Stockholders held on May 11, 2022, the Company’s stockholders approved the 2022 DSCP. The provisions of the 2022 DSCP are substantially similar to the provisions of the 2013 DSCP. 6,000,000 shares of the Company’s common stock were authorized for issuance under the 2011 EIP, and 200,000 shares of the Company’s common stock were authorized for issuance under the 2022 DSCP. No further grants can be made under the 2013 DSCP, including 56,502 shares of the Company’s common stock previously reserved for issuance, but not issued, under the 2013 DSCP. The 2011 EIP, 2013 DSCP and 2022 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):
|  | Thirty Nine Weeks Ended |  |  | Thirteen Weeks Ended |
|  | September 24, 2022 |  |  | September 25, 2021 |  |  | September 24, 2022 |  |  | September 25, 2021 |
Total cost of the Plans during the period |  | $ | 9,409 |  |  | $ | 18,717 |  |  | $ | 3,599 |  |  | $ | 7,824 |
Amount of related income tax benefit recognized during the period |  |  | (5,219 | ) |  |  | (5,636 | ) |  |  | (949 | ) |  |  | (1,919 | )
Net cost of the Plans during the period |  | $ | 4,190 |  |  | $ | 13,081 |  |  | $ | 2,650 |  |  | $ | 5,905 |
Included in income tax benefits recognized in the thirty-nine-week periods ended September 24, 2022 and September 25, 2021 were excess tax benefits from stock-based awards of $2,910,000 and $1,039,000 respectively. As of September 24, 2022, there were 193,217 shares of the Company’s common stock reserved for issuance under the 2022 DSCP and 3,245,251 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 |  |  | 49,825 |  |  | $ | 139.54 |
Shares earned in excess of target (1) |  |  | 91,497 |  |  | $ | 92.58 |
Vested shares, including shares earned in excess of target |  |  | (177,146 | ) |  | $ | 95.48 |
Forfeited |  |  | (21,989 | ) |  | $ | 113.85 |
Outstanding at September 24, 2022 |  |  | 151,586 |  |  | $ | 115.80 |
(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 under each such award.
During the thirty-nine-week period ended September 24, 2022, the Company granted RSUs with a performance condition. Outstanding RSUs at both December 25, 2021 and September 24, 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 $7,035,000 and $16,223,000 of share-based compensation expense related to RSU awards in the thirty-nine-week periods ended September 24, 2022 and September 25, 2021, respectively. As of September 24, 2022, there was a maximum of $19.7 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.6 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 |  |  | 25,354 |  |  | $ | 152.54 |
Vested |  |  | (27,074 | ) |  | $ | 122.68 |
Forfeited |  |  | (6,921 | ) |  | $ | 144.45 |
Non-vested at September 24, 2022 |  |  | 47,795 |  |  | $ | 138.30 |
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 2022 DSCP, 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 September 24, 2022, there was $4,375,000 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 1.9 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 |  |  | (4,100 | ) |  | $ | 54.36 |  |  |  |  |  |  |  |  |
Options outstanding at September 24, 2022 |  |  | 4,470 |  |  | $ | 56.40 |  |  |  | 0.4 |  |  | $ | 386 |
Options exercisable at September 24, 2022 |  |  | 4,470 |  |  | $ | 56.40 |  |  |  | 0.4 |  |  | $ | 386 |
The total intrinsic value of stock options exercised during the thirty-nine-week periods ended September 24, 2022 and September 25, 2021 was $429,000 and $644,000, respectively. As of September 24, 2022, there was no unrecognized compensation cost related to stock options granted under the Plans.

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