Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

 v2.3.0.11
Stock-Based Compensation
6 Months Ended
Jul. 02, 2011
Stock-Based Compensation  
Stock-Based Compensation
3. STOCK-BASED COMPENSATION

During 1996, the Company adopted the 1996 Stock Option Plan ("1996 Plan"), which provides for the grant of incentive stock options and nonqualified stock options for the purchase of up to an aggregate of 3,375,000 shares of the Company's common stock by officers, employees and directors of the Company. Under the terms of the plan, incentive stock options may be granted to employees at an exercise price per share of not less than the fair value per common share on the date of the grant (not less than 110% of the fair value in the case of holders of more than 10% of the Company's voting stock). Nonqualified stock options may be granted at the discretion of the Company's Board of Directors. The maximum term of an option may not exceed 10 years, and options become exercisable at such times and in such installments as determined by the Board of Directors.

A summary of activity under the 1996 Plan for the six months ended July 2, 2011, is as follows:

 

     Number
of shares
    Weighted
average
exercise price
     Weighted
average
remaining
contractual
term (in years)
     Aggregate
intrinsic
value
 

Options outstanding as of January 1, 2011

     9      $ 6.67         

Granted

     —             

Exercised

     (9   $ 6.67         

Forfeitures

     —             
                

Options outstanding as of July 2, 2011

     —        $ —           0.00       $ —     
                

Options exercisable as of July 2, 2011

     —        $ —           0.00       $ —     
                

As of July 2, 2011, all options under the 1996 Plan have been exercised and the Plan is no longer active.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using weighted average assumptions. Stock option compensation expense for the six month periods ended July 2, 2011, and July 3, 2010, was zero and $3 respectively. There were no options granted during these periods.

In September 2006, the Company adopted the 2006 Stock Option Plan ("2006 Plan"), which provides for the grant of incentive stock options and nonqualified stock options for the purchase of up to an aggregate of 1,125,000 shares of the Company's common stock by officers, employees and directors of the Company. The Company adopted the 2006 Plan due to the expiration of the Company's 1996 Stock Option Plan in 2006. Under the terms of the plan, incentive stock options may be granted to employees at an exercise price per share of not less than the fair value per common share on the date of the grant (not less than 110% of the fair value in the case of holders of more than 10% of the Company's voting stock). Nonqualified stock options may be granted at the discretion of the Company's Board of Directors. The maximum term of an option may not exceed 10 years, and options become exercisable at such times and in such installments as determined by the Board of Directors. No awards have been granted under the 2006 Plan.

During 2001, the Company adopted the 2001 Restricted Stock Plan, which provides for the grant of restricted stock of up to an aggregate of 928,125 shares of the Company's common stock to officers, employees, consultants and directors of the Company. Under the terms of the plan, the minimum period before any shares become non-forfeitable may not be less than six months. Compensation cost is measured at the date of the grant and is recognized in earnings over the period in which the shares vest. Restricted stock expense for the six months ended July 2, 2011, and July 3, 2010, totaled $518 and $408 respectively.

The following table summarizes restricted stock activity from January 1, 2011, through July 2, 2011:

 

     Number
of shares
     Weighted
average
grant-date
fair value
 

Nonvested balance at January 1, 2011

     129         17.41   

Granted

     —           —     

Vested

     —           —     

Forfeitures

     —           —     
  

 

 

    

Nonvested balance at July 2, 2011

     129         17.41   
  

 

 

    

The Company has $1,382 of total unrecognized compensation cost related to restricted stock awards granted under the Plan as of July 2, 2011. That cost is expected to be recognized over a weighted average period of 1.23 years.

The Company maintains an Employee Stock Purchase Plan ("ESPP"), in which most employees are eligible to participate. Employees in the United States who choose to participate are granted an opportunity to purchase common stock at 85 percent of market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom, under a separate plan, are granted an opportunity to purchase common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for each six shares purchased by the employee under the ESPP. The ESPP authorizes the issuance, and the purchase by employees, of up to 1,096,875 shares of common stock through payroll deductions. No U.S. employee is allowed to buy more than $25 of common stock in any year, based on the market value of the common stock at the beginning of the purchase period, and no U.K. employee is allowed to buy more than the lesser of £1.5 or 10% of their annual salary in any year. Employees purchased 14,405 shares at a weighted average price of $19.05, and 14,226 shares at a weighted average price of $12.98, under the ESPP during the six months ended July 2, 2011, and July 3, 2010, respectively. The Company recognized $105 and $61 of compensation expense during the six months ended July 2, 2011, and July 3, 2010, respectively. At July 2, 2011, 763,199 shares remained available to be issued through the ESPP.

The Company has a Nonemployee Director Equity and Deferred Compensation Plan (the "Plan"), which originally was adopted by the Board of Directors and approved by the shareholders in 2004. The Plan was amended on March 1, 2008, and was approved by the shareholders at the 2008 Annual Meeting. Under the Plan, Directors who are not officers of the Company are paid 250 shares of Company common stock and $3 in cash fees for attendance at each meeting of the Board of Directors, as well as each meeting of each Board Committee on which they serve when the committee meeting is not held within one day of a meeting of the Board of Directors. Additionally, the Board of Directors has the authority to increase from time to time, as it deems desirable or appropriate, the number of shares of stock awarded to all or any one or more of the Nonemployee Directors. No more than 25,000 shares of stock, in the aggregate, may be issued under the Plan during any single calendar year. Committee Chairmen currently receive additional fees equal to 25% of normal compensation and the Chairman of the Board is paid twice the amount of normal compensation, with such additional compensation payable in Company common stock.

Directors may elect under the Plan to receive all or part of their cash fees in Company stock and to defer receipt of their fees until a subsequent year. When so deferred, the shares of stock are converted to deferred stock units. Deferred stock units are treated as liabilities. At July 2, 2011, there were 48,640 deferred stock units outstanding. The Plan has been amended to eliminate deferral of cash fees or fees paid in stock subsequent to June 7, 2011.

Directors were granted 7,468 and 7,918 shares for the six months ended July 2, 2011, and July 3, 2010, respectively. The Company recognized director stock compensation expense of $512 and $36 for the six months ended July 2, 2011, and July 3, 2010, respectively. The Plan authorizes the issuance of up to 270,000 shares of common stock. At July 2, 2011, 190,768 shares remained available to be issued through the Plan.