Stock-Based Compensation Plans

12 Months Ended

Jun. 30, 2022

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

NOTE 11 — 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, 2022, there were 593,034 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 2014 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. During fiscal 2017, the Board of Directors adopted an equity grant cap which further restricted the number of awards that could be made to any one participant or in the aggregate. The equity grant cap limited the number of awards to 250,000 awards to all participants and 20,000 awards to any one participant in a fiscal year. 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.

We issue new shares of Common Stock upon the vesting of RSUs.

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, 2022, June 24, 2021 and June 25, 2020 was $4,065, $3,829 and $3,528, respectively.

The following is a summary of RSU activity for the year ended June 30, 2022:


Restricted Stock Units	Shares			Weighted- Average Grant-Date Fair Value

Outstanding at June 24, 2021		159,846		$	58.05
Granted		53,524			75.94
Vested (a)		(70,414	)		46.49
Forfeited		(717	)		75.83

Outstanding at June 30, 2022		142,239		$	70.42

(a)	The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.

At June 30, 2022 there were 23,705 RSUs outstanding that were vested but deferred. At June 24, 2021 there were 51,069 RSUs outstanding that were vested but deferred. The

non-vested

RSUs at June 30, 2022 will vest over a weighted-average period of 1.4 years. The fair value of RSUs that vested for the years ended June 30, 2022, June 24, 2021 and June 25, 2020 was $3,274, $2,706 and $2,321, 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, 2022		Year Ended June 24, 2021		Year Ended June 25, 2020
Compensation cost charged to earnings	$	3,565	$	2,908	$	2,472
Income tax benefit recognized		891		727		618

At June 30, 2022, there was $4,215 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 1.4 years.