Brinker International Inc.®

Annual Report 2006


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10. STOCK-BASED COMPENSATION

In October 2005, our shareholders approved the Performance Share Plan, the Restricted Stock Unit Plan, and amendments to the 1998 Stock Option and Incentive Plan and the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (collectively, the “Plans”), authorizing the issuance of up to 22.2 million shares of our common stock to employees and non-employee directors and consultants. The Plans provide for grants of options to purchase our common stock, restricted stock, restricted stock units, performance shares and stock appreciation rights.

(a) Stock Options

Expense related to stock options issued to eligible employees under the Plans is recognized using a graded-vesting schedule over the vesting period. For options granted after the adoption of SFAS 123R on June 30, 2005, expense is recognized to the date on which retirement eligibility is achieved, if shorter than the vesting period. Stock options generally vest over a period of 1 to 4 years and have contractual terms to exercise of 8 to 10 years.

Transactions during fiscal 2006 were as follows (in thousands, except option prices):

  Number of
Options
  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Life (Years)
  Aggregate
Intrinsic
Value
Options outstanding at June 29, 2005   9,177   $ 29.93            
Granted   503     38.61            
Exercised   (1,844   27.86            
Forfeited   (762   33.03            
Options outstanding at June 28, 2006   7,074   $ 30.75     6.68   $ 32,951  
Options exercisable at June 28, 2006      3,445         $ 27.16           5.38         $ 28,420     

At June 28, 2006, unrecognized compensation expense related to stock options totaled approximately $11.9 million and will be recognized over a weighted average period of 1.7 years. The intrinsic value of options exercised totaled approximately $23.3 million, $44.5 million and $28.6 million during fiscal 2006, 2005 and 2004, respectively.

(b) Restricted Share Awards

Restricted share awards consist of performance shares, restricted stock and restricted stock units. Expense related to performance shares and restricted stock units issued to eligible employees under the Plans is recognized ratably over the three-year vesting period, or to the date on which retirement eligibility is achieved, if shorter. Restricted stock and restricted stock units issued to eligible employees under our long-term incentive plans vest one-third per year beginning on the first or third anniversary of the date of grant. Restricted stock and restricted stock units issued to non-employee directors under the Plans vest in full on the fourth anniversary of the date of grant.

Transactions during fiscal 2006 were as follows (in thousands, except fair values):

  Number of
Restricted
Share
Awards
  Weighted
Average
Fair Value
Per Award
Restricted share awards outstanding at June 29, 2005      137         $ 34.60     
Granted   1,007     35.10  
Vested   (77   34.35  
Forfeited   (109   35.78  
Restricted share awards outstanding at June 28, 2006   958   $ 35.01  

At June 28, 2006, unrecognized compensation expense related to restricted share awards totaled approximately $20.4 million and will be recognized over a weighted average period of 2.9 years.

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