Red Robin Gourmet Burgers, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock Incentive Plans

Stock Incentive Plans

12 Months Ended

Dec. 27, 2015

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

In 2007, the Company’s stockholders approved the 2007 Performance Incentive Plan which was amended and restated in 2008 and 2011 (the “2007 Stock Plan”). The 2007 Stock Plan authorizes the issuance of stock options, stock appreciation rights (SARs), restricted stock, stock variable compensation and other forms of awards granted or denominated in the Company’s common stock or units of the Company’s common stock, as well as cash variable compensation awards pursuant to the plan. Persons eligible to receive awards under the 2007 Stock Plan include officers and employees of the Company and any of the Company’s subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2007 Stock Plan is 2,074,600 shares. Vesting of the awards under the 2007 Stock Plan is determined at the date of grant by the plan administrator. Each award granted under the 2007 Stock Plan fully vests, becomes exercisable and/or payable, as applicable, upon a change in control event. However, unless the individual award agreement provides otherwise, with respect to executive and certain other high level officers of the Company, upon the occurrence of a change in control, no award will vest unless such officers’ employment with the Company is terminated by the Company without cause during the two-year period following such change in control event. Each award expires on such date as shall be determined at the date of grant; however, the maximum term of options, SARs and other rights to acquire common stock under the plan is ten years after the initial date of the award, subject to provisions for further deferred payment in certain circumstances. The 2007 Stock Plan terminates on April 4, 2021, unless terminated earlier by the Company’s board of directors. As of December 27, 2015, options to acquire a total of 391,923 shares of the Company’s common stock remained outstanding under this plan of which 227,300 were vested.

The Company has four other stock-based compensation plans: the 1996 Stock Option Plan (the 1996 Stock Plan), the 2000 Management Performance Common Stock Option Plan (the 2000 Stock Plan), the 2002 Incentive Stock Option Plan (2002 Stock Plan) and the 2004 Performance Incentive Plan (the 2004 Stock Plan). No further grants can be made under these plans. In general, options granted under these plans were issued at the estimated fair market value at the date of grant. Vesting of awards under these plans were generally time based over a period of one to four years; however, in some cases, options under these plans vested based on the attainment of certain financial results. As of December 27, 2015, options to acquire a total of 74,530 of the Company’s common stock remain outstanding under these plans of which all are fully vested. Options granted under these plans expire within ten years from the date of grant. Forfeited options revert back to the 2007 Stock Plan for potential reissuance.

Total stock-based compensation costs recognized in 2015, 2014, and 2013 were $4.7 million, $4.2 million, and $3.8 million, with related income tax benefits of $2.0 million, $1.7 million, and $1.5 million. As of December 27, 2015, there was $3.4 million of total unrecognized compensation cost, excluding estimated forfeitures, which is expected to be recognized over the weighted average remaining vesting period of approximately 1.2 years for stock options and 1.1 years for the restricted stock units. As of December 27, 2015, all performance-based stock units and restricted stocks were vested.

Stock Options

The tables below summarize the status of the Company’s stock option plans (in thousands, except per share data and exercise price):



	Stock Options
	Shares		Weighted Average Exercise Price
Outstanding, December 28, 2014	462		$	38.83
Granted	72		81.84
Forfeited/expired	(44	)	49.35
Exercised	(95	)	36.49
Outstanding, December 27, 2015	395		$	46.04



	Shares	Weighted Average Exercise Price		Weighted Average Remaining Years of Contractual Life	Aggregate Intrinsic Value
Outstanding as of December 27, 2015	395	$	46.04	6.10	$	8,155
Vested and expected to vest as of December 27, 2015⁽¹⁾	379	$	44.87	6.00	$	8,107
Exercisable as of December 27, 2015	230	$	32.03	4.68	$	7,013

___________________________________

(1) The expected to vest options are the result of applying the pre-vesting forfeiture rate assumption to total outstanding options.

The estimated fair value of each option granted is calculated using the Black-Scholes multiple option-pricing model. The average assumptions used in the model for the fiscal years ended December 27, 2015, December 28, 2014, and December 29, 2013 were as follows:



	2015			2014			2013
Risk-free interest rate	1.4		%	1.7		%	0.7		%
Expected years until exercise	4.8			5.7			4.2
Expected stock volatility	40.6		%	44.6		%	44.4		%
Dividend yield	—		%	—		%	—		%
Weighted average Black-Scholes fair value per share at date of grant	$	29.71		$	30.70		$	15.19
Total intrinsic value of options exercised (in thousands)	$	4,414		$	3,954		$	8,263

The risk-free interest rate was based on the rate for zero coupon U.S. Government issues with a remaining term similar to the expected life. The expected life of the options represents the period of time the options are expected to be outstanding and is based on historical trends and team member exercise patterns. The expected stock price volatility represents an average of the Company’s historical volatility measured over a period approximating the expected life. The dividend yield assumption is based on the Company’s history and expectations of dividend payouts.

Time-Based RSUs

During 2015, 2014, and 2013, the Company issued time-based restricted stock units (RSUs) to certain employees as permitted under the 2007 Stock Plan. The Company can grant RSUs to its directors, executive officers and other key employees. The RSUs granted to employees typically vest in equal installments over four years. For the Company’s Board of Directors, RSUs granted in 2014 and 2013 vest in equal installments over three years, while RSUs granted in 2015 vest in full on the one-year anniversary date of grant date. Upon vesting, one share of the Company’s common stock is issued for each RSU. The fair value of each RSU granted is equal to the market price of the Company’s stock at the date of grant.

The table below summarizes the status of the Company’s time-based RSUs under the 2007 Stock Plan (shares in thousands):



	Restricted Stock Units
	Shares		Weighted Average Grant-Date Fair Value (per share)
Outstanding, December 28, 2014	101		$	49.78
Awarded	33		82.52
Forfeited	(13	)	53.79
Vested	(46	)	42.82
Outstanding, December 27, 2015	75		$	67.74

Long-Term Cash Incentive Plan

In 2011, the Company began a long-term cash incentive program. The long-term cash incentive plan is based on operational metrics with a three-year performance period. Compensation expense is recognized over the performance period based on the plan-to-date performance achievement. The awards cliff vest at the end of each three-year performance cycle. In 2015, 2014, and 2013, the Company recorded approximately $3.3 million, $0.8 million, and $4.2 million compensation expenses related to this program. In 2015, the Company paid out $1.8 million cash awards related to achievement of the performance metrics of 2012 long-term cash incentive plan. In 2014, the Company paid out $2.4 million cash awards related to achievement of the performance metrics of 2011 long-term cash incentive plan. At December 27, 2015 and December 28, 2014, $6.3 million and $4.8 million long-term cash incentive plan liability were included in Accrued payroll and payroll-related liabilities in the accompanying Consolidated Balance Sheets.