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Stock-Based Compensation Plans | 12 Months Ended
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Jan. 03, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation Plans | 12. Stock-Based Compensation Plans Our current shareholder approved stock-based compensation plan is the BJ’s Restaurants, Inc. Equity Incentive Plan, (as amended from time to time, “the Plan”). Under the Plan, we may issue shares of our common stock to team members, officers, directors and consultants. We have historically granted incentive stock options, non-qualified stock options, restricted stock and performance and time-based restricted stock units. Stock options are charged against the Plan share reserve on the basis of one share for each share granted. All options granted under the Plan expire within 10 years of their date of grant. Grants of restricted stock, RSUs, performance shares and performance units, if any, are currently charged against the Plan share reserve on the basis of 1.5 shares for each share granted. The Plan also contains other limits on the terms of incentive grants such as limits on the number that can be granted to a team member during any fiscal year. Under the Plan, we issue time-based and performance-based RSUs and non-qualified stock options to vice presidents and above on an annual basis, as well as new hires who are given the option between receiving their full grant as a time-based RSU or split evenly between non-qualified stock options and time-based RSUs. We issue time-based RSUs to other select support team members, and we issue time-based RSUs to non-employee members of our Board of Directors. We also issue RSUs, and previously issued non-qualified stock options, in connection with the BJ’s Gold Standard Stock Ownership Program (the “GSSOP”). The GSSOP is a long-term equity incentive program for our restaurant general managers, executive kitchen managers, directors of operations and directors of kitchen operations. GSSOP grants are dependent on the length of each participant’s service with us and position. All GSSOP participants are required to remain in good standing during their vesting period. The Plan permits our Board of Directors to set the vesting terms and exercise period for awards at their discretion; however, the grant of awards with no minimum vesting period or a vesting period less than one year may not exceed 5% of the total number of shares authorized under the Plan. Stock options and time-based RSUs vest ratably over one, three or five years for non-GSSOP participants and either cliff vest at three or five years or cliff vest at 33% on the third anniversary and 67% on the fifth anniversary for GSSOP participants. Performance-based RSUs generally cliff vest on the third anniversary of the grant date in an amount from 0% to 225% of the grant quantity, dependent on the level of performance target achievement. On January 15, 2021, our Board of Directors approved special fully-vested restricted stock grants, in lieu of cash bonuses to Restaurant Support Center team members at the Vice President and Director levels. These grants were in amounts designed to approximate a portion of their potential incentive compensation, which was approximately $0.5 million. The following table presents the stock-based compensation recognized within our consolidated financial statements (in thousands):
|  | Fiscal Year |
|  | 2022 |  |  | 2021 |  |  | 2020 |
Labor and benefits |  | $ | 2,886 |  |  | $ | 2,748 |  |  | $ | 2,755 |
General and administrative |  | $ | 7,212 |  |  | $ | 7,583 |  |  | $ | 7,036 |
Capitalized (1) |  | $ | 326 |  |  | $ | 310 |  |  | $ | 29 |
(1) Capitalized stock-based compensation relates to our restaurant development personnel and is included in “Property and equipment, net” on our Consolidated Balance Sheets. Stock Options The fair value of each stock option was estimated on the grant date using the Black‑Scholes option-pricing model with the following weighted average assumptions:
|  | Fiscal Year |
|  | 2022 |  |  | 2021 |  |  | 2020 |
Expected volatility |  |  | 63.5 | % |  |  | 60.8 | % |  |  | 33.5 | %
Risk-free interest rate |  |  | 1.8 | % |  |  | 0.6 | % |  |  | 1.6 | %
Expected option life |  | 5 years |  |  | 5 years |  |  | 5 years |
Dividend yield |  |  | — |  |  |  | — |  |  |  | 1.5 | %
Fair value of options granted |  | $ | 17.15 |  |  | $ | 23.22 |  |  | $ | 10.38 |
Under our stock-based compensation plan the exercise price of a stock option is required to equal or exceed the fair value of our common stock at market close on the option grant date or the most recent trading day when grants take place on market holidays. The following table presents stock option activity:
|  | Options Outstanding |  |  | Options Exercisable |
|  | Shares (in thousands) |  |  | Weighted Average Exercise Price |  |  | Shares (in thousands) |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life |
Outstanding at December 31, 2019 |  |  | 645 |  |  | $ | 41.09 |  |  |  | 340 |  |  | $ | 38.96 |  |  |  | 5.5 |
Granted |  |  | 161 |  |  | $ | 38.37 |  |  |  |  |  |  |  |  |  |
Exercised |  |  | (1 | ) |  | $ | 35.45 |  |  |  |  |  |  |  |  |  |
Forfeited |  |  | (4 | ) |  | $ | 38.82 |  |  |  |  |  |  |  |  |  |
Outstanding at December 29, 2020 |  |  | 801 |  |  | $ | 40.56 |  |  |  | 503 |  |  | $ | 39.91 |  |  |  | 5.2 |
Granted |  |  | 117 |  |  | $ | 45.50 |  |  |  |  |  |  |  |  |  |
Exercised |  |  | (129 | ) |  | $ | 37.40 |  |  |  |  |  |  |  |  |  |
Forfeited |  |  | (14 | ) |  | $ | 44.11 |  |  |  |  |  |  |  |  |  |
Outstanding at December 28, 2021 |  |  | 775 |  |  | $ | 41.77 |  |  |  | 519 |  |  | $ | 41.02 |  |  |  | 5.0 |
Granted |  |  | 111 |  |  | $ | 31.57 |  |  |  |  |  |  |  |  |  |
Exercised |  |  | — |  |  | $ | — |  |  |  |  |  |  |  |  |  |
Forfeited |  |  | (62 | ) |  | $ | 40.71 |  |  |  |  |  |  |  |  |  |
Outstanding at January 3, 2023 |  |  | 824 |  |  | $ | 40.48 |  |  |  | 601 |  |  | $ | 41.57 |  |  |  | 4.7 |
Information relating to significant option groups outstanding as of January 3, 2023, is as follows (shares in thousands):
|  | Options Outstanding |  |  | Options Exercisable |
Range of Exercise Prices |  | Outstanding |  |  | Weighted Average Remaining Contractual Life |  |  | Weighted Average Exercise Price |  |  | Exercisable |  |  | Weighted Average Exercise Price |
$16.27 – $30.05 |  |  | 39 |  |  |  | 4.32 |  |  | $ | 27.91 |  |  |  | 26 |  |  | $ | 29.24 |
$32.27 – $32.27 |  |  | 89 |  |  |  | 9.03 |  |  | $ | 32.27 |  |  |  | — |  |  | $ | — |
$33.15 – $35.45 |  |  | 16 |  |  |  | 1.20 |  |  | $ | 34.03 |  |  |  | 16 |  |  | $ | 34.03 |
$35.95 – $35.95 |  |  | 87 |  |  |  | 4.03 |  |  | $ | 35.95 |  |  |  | 86 |  |  | $ | 35.95 |
$37.10 – $37.58 |  |  | 14 |  |  |  | 6.76 |  |  | $ | 37.44 |  |  |  | 8 |  |  | $ | 37.41 |
$37.70 – $37.70 |  |  | 130 |  |  |  | 5.03 |  |  | $ | 37.70 |  |  |  | 130 |  |  | $ | 37.70 |
$38.24 – $38.24 |  |  | 1 |  |  |  | 0.50 |  |  | $ | 38.24 |  |  |  | 1 |  |  | $ | 38.24 |
$38.90 – $38.90 |  |  | 132 |  |  |  | 7.03 |  |  | $ | 38.90 |  |  |  | 86 |  |  | $ | 38.90 |
$39.33 – $46.91 |  |  | 153 |  |  |  | 6.30 |  |  | $ | 44.79 |  |  |  | 85 |  |  | $ | 43.92 |
$47.04 – $53.22 |  |  | 163 |  |  |  | 4.22 |  |  | $ | 50.74 |  |  |  | 163 |  |  | $ | 50.74 |
$16.27 – $53.22 |  |  | 824 |  |  |  | 5.67 |  |  | $ | 40.48 |  |  |  | 601 |  |  | $ | 41.57 |
As of January 3, 2023, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $2.0 million, which is generally expected to be recognized over the next three years. Time-Based Restricted Stock Units The following table presents time-based restricted stock unit activity:
|  | Shares (in thousands) |  |  | Weighted Average Fair Value |
Outstanding at December 31, 2019 |  |  | 509 |  |  | $ | 43.65 |
Granted |  |  | 270 |  |  | $ | 29.14 |
Vested or released |  |  | (156 | ) |  | $ | 43.20 |
Forfeited |  |  | (37 | ) |  | $ | 42.51 |
Outstanding at December 29, 2020 |  |  | 586 |  |  | $ | 37.14 |
Granted |  |  | 260 |  |  | $ | 45.05 |
Vested or released |  |  | (147 | ) |  | $ | 41.96 |
Forfeited |  |  | (80 | ) |  | $ | 36.93 |
Outstanding at December 28, 2021 |  |  | 619 |  |  | $ | 39.35 |
Granted |  |  | 368 |  |  | $ | 28.44 |
Vested or released |  |  | (165 | ) |  | $ | 40.59 |
Forfeited |  |  | (93 | ) |  | $ | 35.24 |
Outstanding at January 3, 2023 |  |  | 729 |  |  | $ | 34.10 |
The fair value of time-based RSUs is equal to the fair value of our common stock at market close on the date of grant or the most recent trading day when grants take place on market holidays. The fair value of each time-based RSU is expensed over the vesting period (e.g., one, three or five years). As of January 3, 2023, total unrecognized stock-based compensation expense related to non-vested RSUs was approximate ly $11.5 million, which is generally expected to be recognized over the next five years. Performance-Based Restricted Stock Units The following table presents performance-based restricted stock unit activity:
|  | Shares (in thousands) |  |  | Weighted Average Fair Value |
Outstanding at December 31, 2019 |  |  | 105 |  |  | $ | 41.42 |
Granted |  |  | 42 |  |  | $ | 38.90 |
Vested or released |  |  | (29 | ) |  | $ | 35.95 |
Forfeited |  |  | (9 | ) |  | $ | 35.95 |
Outstanding at December 29, 2020 |  |  | 109 |  |  | $ | 42.39 |
Granted |  |  | 46 |  |  | $ | 46.91 |
Vested or released |  |  | (35 | ) |  | $ | 37.70 |
Forfeited |  |  | (8 | ) |  | $ | 44.14 |
Outstanding at December 28, 2021 |  |  | 112 |  |  | $ | 45.60 |
Granted |  |  | 52 |  |  | $ | 32.27 |
Vested or released |  |  | (27 | ) |  | $ | 53.22 |
Forfeited |  |  | (14 | ) |  | $ | 40.06 |
Outstanding at January 3, 2023 |  |  | 123 |  |  | $ | 38.89 |
The fair value of performance-based RSUs is equal to the fair value of our common stock at market close on the date of grant or the most recent trading day when grants take place on market holidays. The fair value of each performance-based RSU is expensed, based on management’s current estimate of the level that the performance goal will be achieved. As of January 3, 2023, based on the target level of performance, the total unrecognized stock-based compensation expense related to non-vested performance-based RSUs was approxima tely $2.0 million, which is genera lly expected to be recognized over the next three years.

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