(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 (the "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, RSU, RSUs with performance measures (known as performance shares under the Plan), performance units, stock 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, stock units 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 10.0% of the voting power, no more than five years.

As of October 31, 2012, we had granted stock-based awards representing the right to purchase and/or acquire an aggregate of 6,695,841 shares (net of 2,207,940 expired and canceled awards), of which 2,948,431 were outstanding at October 31, 2012. Stock options and SARS were granted at prices ranging between $3.13 - $51.65. As of October 31, 2012, 3,747,410 stock-based awards have been exercised, of which 750 were SARs. No stock units, RSUs or performance shares granted to date have been converted into common stock as of October 31, 2012.

The following table summarizes stock option plan activity during the three months ended October 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, 2012	3,506,484		$	31.17
Granted	222		—
Expired/canceled	(542,075	)	40.95
Exercised	(16,200	)	19.95
Outstanding at October 31, 2012	2,948,431		$	29.44	4.92	$	3,852,000

Exercisable at October 31, 2012	1,704,942		$	30.90	2.58	$	2,652,000

Vested and expected to vest at October 31, 2012	2,881,798		$	29.47	4.84	$	3,808,000

RSUs, stock units and performance shares are convertible into shares of our common stock, are subject to certain terms and restrictions, do not require the recipient to pay an exercise price, and are not subject to expiration. As such, for these awards, the weighted average exercise price and the weighted average remaining contractual term reflected in the above table assumes a zero dollar exercise price and no expiration, respectively.

Included in the number of shares underlying stock-based awards outstanding at October 31, 2012 of 2,948,431, in the above table, are 17,000 vested SARs, 632 vested stock units, 12,668 unvested RSUs and 35,003 unvested RSUs with performance measures, with a combined aggregate intrinsic value of $1,216,000.

The total intrinsic value of stock-based awards exercised during the three months ended October 31, 2012 and 2011 was $350,000 and $864,000, 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 October 31, 2012, we have cumulatively issued 484,567 shares of our common stock to participating employees in connection with the ESPP.