STOCK OPTION PLANS

12 Months Ended

Apr. 30, 2012

Stock Option Plans

STOCK OPTION PLANS

NOTE 10 - STOCK OPTION PLANS

In September 2006, the Company adopted the 2007 Incentive Stock Plan, under which officers, directors, key employees or consultants may be granted options.  Under the 2007 Incentive Stock Plan, 400,000 shares of common stock were reserved for issuance upon the exercise of stock options, stock awards or restricted stock.  These shares were registered under Form S-8. Under the terms of the 2007 Incentive Stock Plan, stock options are granted at exercise prices equal to the fair market value of the common stock at the date of grant, and become exercisable and expire in accordance with the terms of the stock option agreement between the optionee and the Company at the date of grant.  These options generally vest based on between one to three years of continuous service and have five-year contractual terms.  At April 30, 2012, options to purchase 189,500 shares were outstanding at exercise prices ranging from $2.37 to $6.33. At April 30, 2012, there were 198,000 options available for grant under the 2007 Incentive Stock Plan.

In September 2005, the Company adopted the 2006 Incentive Stock Plan, under which officers, directors, key employees or consultants may be granted options.  Under the 2006 Incentive Stock Plan, 400,000 shares of common stock were reserved for issuance upon the exercise of stock options, stock awards or restricted stock.  These shares were registered under Form S-8. Under the terms of the 2006 Incentive Stock Plan, stock options are granted at exercise prices equal to the fair market value of the common stock at the date of grant, and become exercisable and expire in accordance with the terms of the stock option agreement between the optionee and the Company at the date of grant.  These options generally vest based on between one to three years of continuous service and have five-year contractual terms. At April 30, 2012, options to purchase 5,300 shares were outstanding at exercise prices ranging from $6.33 to $12.10. At April 30, 2012, there were 323,124 options available for grant under the 2006 Incentive Stock Plan.

In March 2003, the Company established a stock option plan pursuant to which options to acquire a maximum of 416,667 shares of the Company's common stock were reserved for grant (the "2002 Plan"). These shares were registered under Form S-8. Under the terms of the 2002 Plan, the options are exercisable at prices equal to the fair market value of the stock at the date of the grant and become exercisable in accordance with terms established at the time of the grant. These options generally vest based on between one to three years of continuous service and have five-year contractual terms.At April 30, 2012, options to purchase 41,936 shares were outstanding at exercise prices ranging from $2.37 to $10.25. At April 30, 2012, there were 232,214 shares available for grant under the 2002 Plan.

The following is a summary of information with respect to stock options granted under the 2002 Plan, 2006 Incentive Stock Plan and 2007 Incentive Stock Plan at April 30, 2012 and 2011:

	Options Outstanding at April 30, 2012						Options Exercisable at April 30, 2012
Exercise prices	Shares under option		Weighted-average remaining life in years		Weighted-average Exercise Price		Shares under option		Weighted-average Exercise Price
$2.37 - $3.53		160,600		2.07		2.82		128,700		2.74
$5.70 - $6.33		69,636		0.91		6.24		69,636		6.24
$10.25 - $12.10		6,500		0.14		11.47		6,500		11.47
Total		236,736		1.67		4.06		204,836		4.21

	Options Outstanding at April 30, 2011						Options Exercisable at April 30, 2011
Exercise prices	Shares under option		Weighted-average remaining life in years		Weighted-average Exercise Price		Shares under option		Weighted-average Exercise Price
$2.37-$3.53		181,000		3.06	$	2.79		113,600	$	2.60
$5.7-$7.27		80,536		1.84	$	6.27		60,732	$	6.29
$8.79-$12.10		16,352		0.85	$	10.52		16,352	$	10.52
Total		277,888		2.58	$	4.25		190,684	$	4.45

The following table summarizes stock option activity for the year ended April 30, 2012, during which there were no options exercised under the Company’s stock option plans:

	2002 Plan
	Number of Shares			Weighted-average Exercise Price		Weighted- average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, May 1, 2011		55,187		$	4.50
Granted		-			-
Exercised		-			-
Forfeited/Expired		(13,251	)		5.37
Outstanding, April 30, 2012		41,936		$	4.22		1.9	$	0
Vested and expected to vest, April 30, 2012		39,794		$	4.28		1.8	$	0
Exercisable, April 30, 2012		34,034		$	4.49		1.6	$	0

	2006 Plan
	Number of Shares			Weighted-average Exercise Price		Weighted-average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, May 1, 2011		15,702		$	9.37
Granted		-			-
Exercised		-			-
Forfeited/Expired		(10,402	)		8.53
Outstanding, April 30, 2012		5,300		$	11.01		0.2	$	0
Vested and expected to vest, April 30, 2012		5,300		$	11.01		0.2	$	0
Exercisable, April 30, 2012		5,300		$	11.01		0.2	$	0

WPCS INTERNATIONAL INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	2007 Plan
	Number of Shares			Weighted-average Exercise Price		Weighted-average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, May 1, 2011		207,000		$	3.81
Granted		-			-
Exercised		-			-
Forfeited/Expired		(17,500	)		3.50
Outstanding, April 30, 2012		189,500		$	3.83		1.7	$	0
Vested and expected to vest, April 30, 2012		182,993		$	3.85		1.6	$	0
Exercisable, April 30, 2012		165,500		$	3.93		1.6	$	0