Omnibus Incentive Plan (The “OI Plan”)

12 Months Ended

Dec. 29, 2012

Omnibus Incentive Plan (The “OI Plan”) [Abstract]

Omnibus Incentive Plan (The “OI Plan”)

NOTE I - OMNIBUS INCENTIVE PLAN (THE “OI PLAN”)

The Company's OI Plan permits the Compensation Committee of the Board of Directors of the Company to grant various long-term incentive awards, generally equity based, to officers and key employees from one pool of reserved shares. The OI Plan provides for grants of awards, including but not limited to Non-Qualified Stock Options, at an exercise price determined by the Compensation Committee; Stock Appreciation Rights, which are rights to receive an amount equal to the increase, between the date of grant and the date of exercise, in the fair market value of the number of shares of common stock subject to the Stock Appreciation Right; Non-Vested Equity Shares, which are common shares that have certain conditions attached to them that must be satisfied in order to have unencumbered rights to them; and Performance Awards, which are awards in common shares or cash. The OI Plan has no definite expiration date but may be terminated by the Board of Directors at any time. At December 29, 2012, there were 1,646,586 shares reserved and 537,596 shares available to be issued under the OI Plan.

The fair value of each stock option granted under the Company's OI Plan was estimated on the date of grant using the Black-Scholes option-pricing model. It should be noted that the option-pricing model used was designed to value readily tradable stock options with relatively short lives. The options granted to employees are not tradable and have contractual lives of up to ten years unless employment is terminated. However, management believes that the assumptions used and the model applied to value the awards yield a reasonable estimate of the fair value of the grants made under the circumstances. No stock options were granted in 2012.  At December 29, 2012, the total unamortized expense for stock options under the OI Plan was approximately $0.1 million.  Other information related to stock options follows:

	2011	2010
Weighted average fair value per share of stock options granted	$4.40	$1.28
Key assumptions used to value stock options granted:
Weighted average risk-free rate	2.21%	1.56%
Average expected life in years	5	3
Volatility	44.97%	43.32%
Dividend yield	0%	0%

	DECEMBER 29, 2012	DECEMBER 31, 2011
Stock price used to determine intrinsic values at end of year	$10.69	$11.31
(MILLIONS OF DOLLARS)
Intrinsic value of stock options outstanding at end of year	$7.0	$8.6
Intrinsic value of stock options exercisable at end of year	$7.0	$8.5
Intrinsic value of stock options exercised	$0.8	$1.4

The fair value of non-vested equity shares granted under the Company's OI Plan was determined on the date of grant. At December 29, 2012, the total unrecognized compensation expense for Non-Vested Equity Shares under the OI Plan was approximately $4.7 million with a weighted-average life of 1.9 years. Other information related to non-vested equity shares follows:

(MILLIONS OF DOLLARS)	2012	2011	2010
Fair value of shares vested at vesting dates	$2.2	$1.8	$1.4
Compensation expense recognized	$2.1	$1.3	$1.1

Director Retainers are shares of Company stock issued to Directors for services performed for the Company; they vest upon issuance. The expense related to Director Retainer shares for 2012, 2011 and 2010  was$0.2 million, $0.1 million and $0.2 million, respectively.

The related tax benefit (provision) on compensation expense recognized under the OI Plan was $0.7  million,  $0.8 million and ($0.1) million in fiscal 2012, 2011 and 2010, respectively.

Stock plan activity during the year ended December 29, 2012 was as follows:

	SHARES	WEIGHTED AVERAGE EXERCISE PRICE	SHARES RESERVED
Shares reserved at December 31, 2011			2,141,621
Stock Options:
Outstanding at December 31, 2011	1,278,241	$ 4.62	-
Exercised	(167,501)	$ 6.16	(167,501)
Cancelled	(1,750)	$ 7.11	-
Outstanding at December 29, 2012	1,108,990	$ 4.38
		WEIGHTED AVERAGE GRANT DATE FAIR VALUE
Non-Vested Equity Shares:
Outstanding at December 31, 2011	704,920	$ 6.00	-
Granted	343,800	$ 9.62	(343,800)
Vested	(224,485)	$ 4.71	-
Cancelled	(34,166)	$ 4.74	34,166
Outstanding at December 29, 2012	790,069	$ 9.07
Director Retainers	17,900	$ 10.05	(17,900)
Shares reserved at December 29, 2012			1,646,586

The Company also has an Employee Stock Purchase Plan (the “ESP Plan”), allowing eligible employees, other than officers and directors, to purchase shares of the Company's Class A common stock at 10% less than the mean between the high and low prices of the stock on the date of purchase. A maximum of 320,000 shares is available under the ESP Plan, and the aggregate numbers of shares reserved and available for purchase under the ESP Plan were 74,236,  76,610 and 78,134 at December 29, 2012,  December 31, 2011 and January 1, 2011, respectively.