Annual report pursuant to Section 13 and 15(d)

Stock Option Plans

v2.4.0.6
Stock Option Plans
12 Months Ended
Dec. 31, 2011
Stock Option Plans [Abstract]  
Stock Option Plans
15. STOCK OPTION PLANS

During 1996, the Company adopted the 1996 Stock Option Plan (the "Stock Option 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 the Company's stock option plan for the years ended December 31, 2011, January 1, 2011, and January 2, 2010 is summarized as follows:

 

     Number
of shares
    Exercise price range      Weighted
average
exercise price
 
     (share amounts are in thousands)  

Under option, December 27, 2008

     29      $ 2.00 - 8.18       $ 3.97   

(29 shares exercisable)

       

Granted

     —        $ —   - —         $ —     

Exercised

     (5   $ 2.00 - 3.66       $ 2.44   

Forfeitures

     —        $ —   - —         $ —     
  

 

 

   

 

 

    

 

 

 

Under option, January 2, 2010

     24      $ 2.00 - 8.18       $ 4.26   
  

 

 

   

 

 

    

 

 

 

(24 shares exercisable)

       

Granted

     —        $ —   - —         $ —     

Exercised

     (15   $ 2.00 - 3.66       $ 2.80   

Forfeitures

     —        $ —   - —         $ —     
  

 

 

   

 

 

    

 

 

 

Under option, January 1, 2011

     9      $ 3.66 - 8.18       $ 6.67   
  

 

 

   

 

 

    

 

 

 

(9 shares exercisable)

       

Granted

     —        $ —   - —         $ —     

Exercised

     (9   $ 2.00 - 8.18       $ 6.67   

Forfeitures

     —        $ —   - —         $ —     
  

 

 

   

 

 

    

 

 

 

Under option, December 31, 2011

     —        $ —   - —         $ —     
  

 

 

   

 

 

    

 

 

 

(0 shares exercisable)

       

As of December 31, 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 periods ended December 31, 2011, and January 1, 2011, were $0 and $6, respectively.

There were no stock options granted during 2011, 2010 and 2009.

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 has been 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 years ended December 31, 2011, January 1, 2011, and January 2, 2010, totaled $1,193, $880, and $794, respectively.

 

A summary of the Company's restricted stock plan for the years ended December 31, 2011, January 1, 2011, and January 2, 2010, is summarized as follows:

 

     Number
of shares
    Weighted
average
grant-date
fair value
 

Nonvested balance at December 27, 2008

     110      $ 14.30   

Granted

     61        13.98   

Vested

     (56     15.24   

Forfeitures

     (2     15.21   
  

 

 

   

 

 

 

Nonvested balance at January 2, 2010

     113      $ 14.52   

Granted

     69        20.74   

Vested

     (53     15.60   

Forfeitures

     —          —     
  

 

 

   

 

 

 

Nonvested balance at January 1, 2011

     129      $ 17.41   

Granted

     88        28.41   

Vested

     (63     16.04   

Forfeitures

     —          —     
  

 

 

   

 

 

 

Nonvested balance at December 31, 2011

     154      $ 24.25   
  

 

 

   

 

 

 

The 2001 Restricted Stock Plan expired in 2011 and was replaced in September 2011 with the 2011 Equity Incentive Plan. This plan provides for the grant of up to an aggregate of 1,000,000 shares of restricted stock, restricted share units, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise based on the Company's common stock to officers, employees and directors of the Company. The Plan will be submitted to the Company's shareholders for approval at the 2012 Annual Meeting. The Company issued 88,238 shares under the new plan during the quarter ended December 31, 2011.

The Company has $3,213 of total unrecognized compensation cost related to restricted stock awards granted under the Plan as of December 31, 2011. That cost is expected to be recognized over a weighted average period of 1.74 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 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 29,056 shares at a weighted average price of $19.76, and 31,956 shares at a weighted average price of $13.24, under the ESPP during 2011 and 2010, respectively. The Company recognized $164 and $126 of compensation expense during 2011 and 2010, respectively. At December 31, 2011, 748,548 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 375 shares of Company common stock and $3 in 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. The Plan authorizes the issuance of up to 270,000 shares of common stock.

Directors were granted 14,936 and 16,342 shares during 2011 and 2010, respectively. At December 31, 2011, there were 49,032 deferred stock units outstanding. Deferred stock units are treated as liabilities. The Company recognized director stock compensation expense of $264 and $630, for 2011 and 2010, respectively. At December 31, 2011, 183,300 shares remained available to be issued through the Plan.