(2) Each Named Executive Officer’s restricted stock units would have become immediately vested
upon a termination of his or her employment without cause following a change of control, or if
any of the Named Executive Officers had resigned his or her position for good reason following a
change of control. In addition, if any of Messrs. Taylor, Colosi, Jacobsen, and Thompson had not
yet been granted performance based restricted stock units for either or both of the second or third
years of his employment agreement, they would be issued the target number of units set forth in
their respective 2018 Employment Agreements and as more particularly identified in the Grants of
Plan-Based Awards Table above for each such year. The amounts shown in this column represent
the value of the restricted stock units at the closing price of our common stock on the last trading
day of our fiscal year ended December 25, 2018, which was $56.81. The number of restricted stock
units which would have vested on that date are shown in ‘‘Outstanding Equity Awards’’.
CEO Pay Ratio
Under Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, a
U.S. publicly traded corporation is required to disclose the ratio between their Chief Executive
Officer’s annual total compensation to the total compensation of such corporation’s median employee
after excluding the Chief Executive Officer’s compensation. To identify our median employee, we used
the 2018 total cash compensation for all individuals (other than Mr. Taylor, our CEO) who were
employed by us as of December 25, 2018, the last day of our 2018 fiscal year. For the purposes of
calculating our employee’s total cash compensation, we used our employee’s base wages identified on
our employees’ W-2 forms. As a part of our calculation, we included all employees, whether employed
by us on a full-time or part-time basis, and we annualized the compensation of any employee whom we
hired during our 2018 fiscal year and who was working for us at the end of our fiscal year. As of
December 25, 2018, approximately 79% of are employees were part-time employees and our average
employee worked approximately 22 hours per week.
We identified our median employee as a part-time server in Kentucky who worked an average of
16 hours per week. After identifying our median employee, we calculated the annual total compensation
for such employee as $13,146, which is determined using the same methodology we used for our Named
Executive Officers as set forth in the 2018 Summary Compensation Table described above.
As more particularly described in the 2018 Summary Compensation Table, the annual total compensation
for Mr. Taylor, our CEO, for our 2018 fiscal year is $1,363,098 and the ratio between the compensation for
our CEO and the compensation for our median employee is 104 to 1. Note that since the SEC rules allow
companies to use various methodologies and assumptions, apply certain exclusions, and make reasonable
estimates relating to a specific company’s employee base when identifying the median employee, the CEO
pay ratio disclosed by other companies may not be comparable with the CEO pay ratio disclosed in this
paragraph. Additionally, the pay ratio between our CEO and our median employee may vary year to year
based, in part, on the grant date value of any restricted stock units granted to our CEO in any given year.