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STOCK-BASED COMPENSATION | 4. STOCK-BASED COMPENSATION Stock Options Pursuant to the Company’s 2018 Omnibus Equity Incentive Plan (as amended, the “Incentive Plan”), the Company grants stock options (“options”), restricted stock units, performance-based stock units (“PSUs”) and restricted stock to the Company’s employees, officers, directors, and other eligible participants. On May 29, 2025, the Company’s stockholders approved an amendment to the Incentive Plan, under which the new aggregate share limit was increased by 1,250,000 shares for a total of 4,500,000 shares. As of June 25, 2025, 1,397,957 shares of common stock remained available for issuance under the Incentive Plan. At June 25, 2025, options to purchase 1,437,961 shares of common stock were outstanding, including 465,605 vested and 972,356 unvested options. Unvested options vest over time; however, pursuant to the Incentive Plan, upon a change in control, the Company’s Board of Directors (the “Board”) may accelerate vesting. A summary of stock option activity at June 25, 2025 and changes during the twenty-six weeks ended June 25, 2025 is as follows:
The fair value of each stock option was estimated on the grant date using an exercise price of the closing stock price on the day prior to date of grant and the Black-Scholes option-pricing model with the following weighted average assumptions:
At June 25, 2025, the Company had total unrecognized compensation expense of $4.4 million related to unvested stock options, which it expects to recognize over a weighted-average period of 2.75 years. Restricted Shares A summary of restricted share activity as of June 25, 2025 and changes during the twenty-six weeks ended June 25, 2025 is as follows:
Unvested shares at June 25, 2025, included 767,293 unvested restricted shares and 30,254 performance-based restricted stock units that have been earned based on performance targets but still unvested. At June 25, 2025, the Company had unrecognized compensation expense of $6.9 million related to unvested restricted shares, which it expects to recognize over a weighted-average period of 2.47 years. Performance-Based Restricted Stock Units During the twenty-six weeks ended June 25, 2025, the Company granted 159,948 restricted stock units under the Incentive Plan subject to performance-based vesting conditions based on revenue and restaurant contribution margin to certain officers. Each PSU has a grant date fair value of $10.42 and a vesting period from the grant date through the date the audit of the Company's fiscal 2027 financial results is expected to be completed. During the twenty-six weeks ended June 25, 2025, 11,996 PSUs were forfeited. The fair value of each PSU is expensed based on management's current estimate of the level that the performance goal will be achieved. As of June 25, 2025, based on the target level of performance, the total unrecognized compensation expense related to unvested PSUs was $1.6 million, which is expected to be recognized over a weighted-average period of 2.55 years. Total stock-based compensation expense was $1.7 million and $2.7 million for the thirteen and twenty-six weeks ended June 25, 2025, and $0.9 million and $1.8 million for the thirteen and twenty-six weeks ended June 26, 2024. Share Repurchases Share Repurchase Program On November 2, 2023, the Company announced that the Board approved a share repurchase program (“Share Repurchase Program”) under which the Company was authorized to repurchase up to $20,000,000 of shares of the Company’s common stock. Under the Share Repurchase Program, the Company was permitted to repurchase its common stock from time to time, in amounts and at prices that the Company deemed appropriate, subject to market conditions and other considerations. Pursuant to the Share Repurchase Program, the Company was authorized to effect repurchases using open market purchases, including pursuant to Rule 10b5-1 trading plans, and/or through privately negotiated transactions. The Share Repurchase Program did not obligate the Company to acquire any particular number of shares. The Share Repurchase Program expired on March 31, 2025. For the thirteen and twenty-six weeks ended June 25, 2025, the Company repurchased 3,479 and 163,229 shares of common stock, respectively, under the Share Repurchase Program, using open market purchases, for total consideration of less than approximately $0.1 million and $1.8 million, respectively. |