XML 34 R18.htm IDEA: XBRL DOCUMENT v3.5.0.2
Stock-Based Compensation Plans
12 Months Ended
Jun. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation Plans

NOTE 9 — STOCK-BASED COMPENSATION PLANS

At our annual meeting of stockholders on October 29, 2014, our stockholders approved a new equity incentive plan (the “2014 Omnibus Plan”) under which awards of options and other stock-based awards may be made to employees, officers or non-employee directors of our Company. A total of 1,000,000 shares of Common Stock are authorized for grants of awards thereunder, which may be in the form of options, restricted stock, RSUs, stock appreciation rights (“SARs”), performance shares, performance units, Common Stock or dividends and dividend equivalents. As of June 30, 2016, there were 865,053 shares of Common Stock that remained authorized for future grants of awards, subject to the limitations set below. Under the terms of the Omnibus Plan, the total number of shares of Common Stock with respect to which options or SARs may be granted in any calendar year to any participant may not exceed 500,000 shares (this limit applies separately with respect to each type of award). Additionally, under the terms of the Omnibus Plan, for awards of restricted stock, RSUs, performance shares or other stock-based awards that are intended to qualify as performance-based compensation: (i) the total number of shares of Common Stock that may be granted in any calendar year to any participant may not exceed 250,000 shares (this limit applies separately to each type of award) and (ii) the maximum amount that may be paid to any participant for awards that are payable in cash or property other than Common Stock in any calendar year is $5,000. Except as set forth in the 2014 Omnibus Plan, RSUs have vesting periods of three years for awards to employees and one year for awards to non-employee members of the Board of Directors. Recipients of RSUs have the option to defer receipt of vested shares until a specified later date, typically soon after separation from the Company. The exercise price of stock options is determined as set forth in the 2014 Omnibus Plan by the Compensation Committee of our Board of Directors, and has to be at least the fair market value of the Common Stock on the date of grant. Except as set forth in the 2014 Omnibus Plan, stock options expire upon termination of employment or directorship, as applicable. Stock options granted under the 2014 Omnibus Plan are exercisable 25% annually commencing on the first anniversary date of grant and became fully exercisable on the fourth anniversary date of grant. Options generally will expire no later than ten years after the date on which they were granted. We issue new shares of Common Stock upon exercise of stock options.

The 2014 Omnibus Plan replaced a stock option plan approved at our annual meeting of stockholders on October 30, 2008 (the “2008 Equity Incentive Plan”) pursuant to which awards of options and stock-based awards could be made to members of the Board of Directors, employees and other individuals providing services to the Company. A total of 1,000,000 shares of Common Stock were authorized for grants of awards under the 2008 Equity Incentive Plan, which could be in the form of options, restricted stock, RSUs, SARs, Common Stock or dividends and dividend equivalents. A maximum of 500,000 of the 1,000,000 shares of Common Stock authorized under the 2008 Equity Incentive Plan could be used for grants of Common Stock, restricted stock and RSUs. Additionally, awards of options or SARs were limited to 100,000 shares annually to any single individual, and awards of Common Stock, restricted stock or RSUs were limited to 50,000 shares annually to any single individual. All RSUs granted under the 2008 Equity Incentive Plan had vesting periods of three years for awards to employees and one year for awards to non-employee members of the Board of Directors. Recipients of RSUs had the option to defer receipt of vested shares until a specified later date, typically soon after separation from the Company. The exercise price of stock options was determined as set forth in the 2008 Equity Incentive Plan by the Compensation Committee of our Board of Directors, and had to be at least the fair market value of the Common Stock on the date of grant. Except as set forth in the 2008 Equity Incentive Plan, options expired upon termination of employment or directorship, as applicable. The options granted under the 2008 Equity Incentive Plan were exercisable 25% annually commencing on the first anniversary date of grant and became fully exercisable on the fourth anniversary date of grant. Options generally will expire no later than ten years after the date on which they were granted. We issue new shares of Common Stock upon exercise of stock options.

We determine the fair value of stock option awards using the Black-Scholes option-pricing model; however, there were no options granted in fiscal 2016, fiscal 2015 or fiscal 2014.

 

The following is a summary of stock option activity for the year ended June 30, 2016:

 

     Shares      Weighted-
Average
Exercise
Price
     Weighted-
Average
Remaining
Contractual
Term in Years
     Aggregate
Intrinsic
Value
 

Outstanding at June 25, 2015

     25,000       $ 9.80         

Granted

     —           —           

Exercised

     (15,125      10.28         

Forfeited

     (375      16.65         
  

 

 

          

Outstanding at June 30, 2016

     9,500       $ 8.78         1.63       $ 322   
  

 

 

          

 

 

 

Exercisable at June 30, 2016

     9,500       $ 8.78         1.63       $ 322   
  

 

 

          

 

 

 

The following table summarizes the total intrinsic value of all options exercised and the total cash received from the exercise of options for the last three fiscal years:

 

     Year ended
June 30, 2016
     Year ended
June 25, 2015
     Year ended
June 26, 2014
 

Total intrinsic value of options exercised

   $ 792       $ 781       $ 602   

Total cash received from exercise of options

   $ 155       $ 643       $ 616   

There was an immaterial change in non-vested stock options during fiscal 2016. Exercise prices for options outstanding as of June 30, 2016 ranged from $7.95 to $14.73.

RSUs granted to employees and non-employee directors generally vest over a three-year and one-year period, respectively. The fair value of RSUs is generally determined based on the market price of our Common Stock on the date of grant. The fair value of RSUs granted for the years ended June 30, 2016, June 25, 2015 and June 26, 2014 was $3,212, $2,835 and $1,740, respectively.

The following is a summary of restricted stock unit activity for the year ended June 30, 2016:

 

Restricted Stock Units

   Shares      Weighted-
Average
Grant-Date
Fair Value
 

Outstanding at June 25, 2015

     228,668       $ 23.96   

Granted

     57,893         55.49   

Vested

     (47,110      19.69   

Forfeited

     (11,181      34.30   
  

 

 

    

 

 

 

Outstanding at June 30, 2016

     228,270       $ 32.33   
  

 

 

    

 

 

 

At June 30, 2016 there were 58,561 RSUs outstanding that were vested but deferred. At June 25, 2015 there were 51,439 RSUs outstanding that were vested but deferred. The non-vested RSUs at June 30, 2016 will vest over a weighted-average period of 1.1 years. The fair value of RSUs that vested for the years ended June 30, 2016, June 25, 2015 and June 26, 2014 was $928, $615 and $1,009, respectively.

 

The following table summarizes compensation cost charged to earnings for all equity compensation plans and the total income tax benefit recognized for the last three fiscal years:

 

     Year ended
June 30,
2016
     Year ended
June 25,
2015
     Year ended
June 26,
2014
 

Compensation cost charged to earnings

   $ 2,489       $ 1,952       $ 1,105   

Income tax benefit recognized

     962         814         512   

At June 30, 2016, there was $2,777 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under our stock-based compensation plans. We expect to recognize that cost over a weighted-average period of 1.1 years.