(14) Stock Option Plan and Employee Stock Purchase Plan

We issue stock-based awards pursuant to the following plan:

2000 Stock Incentive Plan – The 2000 Stock Incentive Plan, as amended, provides for the granting to all employees and consultants of Comtech (including prospective employees and consultants) non-qualified stock options, SARs, restricted stock, restricted stock units ("RSUs"), performance shares, performance units and other stock-based awards. In addition, our employees are eligible to be granted incentive stock options. Our non-employee directors are eligible to receive non-discretionary grants of non-qualified stock options, restricted stock, RSUs and other stock-based awards subject to certain limitations. The aggregate number of shares of common stock which may be issued may not exceed 8,962,500. Grants of incentive and non-qualified stock awards may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10% of the voting power, no more than five years.

As of January 31, 2012, we had granted stock-based awards representing the right to purchase an aggregate of 6,912,543 shares (net of 1,577,760 canceled awards) at prices ranging between $3.13 - $51.65, of which 3,222,718 were outstanding at January 31, 2012. As of January 31, 2012, 3,690,225 stock-based awards have been exercised, of which 750 were SARs. All stock-based awards have exercise prices equal to the fair market value of the stock on the date of grant. RSUs, restricted stock and stock units are generally valued at the fair market value of our common stock at the grant date.

The following table summarizes certain stock option plan activity during the six months ended January 31, 2012:

	Number of Shares Underlying Stock-Based Awards	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at July 31, 2011	3,580,168	$ 31.86
Granted	52,000	27.16
Expired/canceled	(241,043)	36.64
Exercised	(99,260)	22.57
Outstanding at October 31, 2011	3,291,865	31.71
Granted	6,753	29.89
Expired/canceled	(61,000)	34.24
Exercised	(14,900)	23.24
Outstanding at January 31, 2012	3,222,718	$ 31.70	4.24	$ 9,750,000
Exercisable at January 31, 2012	1,895,465	$ 34.06	1.92	$ 6,393,000
Vested and expected to vest at January 31, 2012	3,156,151	$ 31.77	4.14	$ 9,581,000

Included in the number of shares underlying stock-based awards outstanding at January 31, 2012, in the above table, are 37,500 SARs with an aggregate intrinsic value of $8,800. As of January 31, 2012, there were no awards of RSUs, restricted stock or stock units outstanding.

The total intrinsic value of stock-based awards exercised during the three months ended January 31, 2012 and 2011 was $145,000 and $490,000, respectively. The total intrinsic value of stock-based awards exercised during the six months ended January 31, 2012 and 2011 was $1,009,000 and $987,000, respectively.

2001 Employee Stock Purchase Plan – The ESPP was approved by the shareholders on December 12, 2000, and 675,000 shares of our common stock were reserved for issuance. The ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85% of fair market value at the date of issuance through participation in the payroll-deduction based ESPP. Through the second quarter of fiscal 2012, we issued 452,413 shares of our common stock to participating employees in connection with the ESPP.