STOCKHOLDERS' EQUITY.

12 Months Ended

Dec. 29, 2012

STOCKHOLDERS' EQUITY.

STOCKHOLDERS' EQUITY.

8. STOCKHOLDERS’ EQUITY.

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock ($1 par value) of which none have been issued.  The Board of Directors is vested with the authority to determine and state the designations and relative preferences, limitations, voting rights, if any, and other rights of the preferred shares.

Common Stock

No dividends were declared or paid during the years ended December 29, 2012 or December 31, 2011.

Convertible Class B Common Stock

Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis.  Holders of Class A Common Stock are entitled to elect one-third of the Board of Directors rounded to the lowest whole number.  Holders of Class B Common Stock elect the remainder of the directors.

Stock Options

On October 29, 1998, the Company’s Board of Directors approved, and the Company’s stockholders subsequently ratified, the 1998 Stock Option Plan under which 886,469 shares of Class A Common Stock were reserved for grant.  This plan expired on October 29, 2008. On January 31, 2001, the Company’s Board of Directors approved, and the Company’s stockholders subsequently ratified, the 2001 Stock Option Plan under which 891,990 shares of Class A Common Stock were reserved for grant. This plan expired on January 31, 2011. On January 23, 2004, the Company’s Board of Directors approved, and the Company’s stockholders subsequently ratified, the 2004 Stock Option Plan, as amended, under which 1,297,440 shares of Class A Common Stock were reserved for grant.  Under the terms of the stock option plans, both incentive stock options and non-statutory stock options can be granted by a specially designated Stock Awards Committee.  The Amended and Restated 2004 Stock Option Plan also allows for awards of common stock including restricted stock awards. Options granted under the stock option plans generally vest and become exercisable in annual installments of 33 1/3% beginning on the first anniversary date, and the options expire five or seven years after the date of grant.  The Company generally issues new shares to satisfy stock option exercises.

2012 Long-Term Incentive Plan

On May 23, 2012, the Company held its annual meeting of stockholders at which the Company’s stockholders approved the 2012 Long-Term Incentive Plan (the “Plan”) which had previously been approved by the Board of Directors and recommended to the stockholders. The Plan is effective until May 23, 2022; provided, however, any awards issued prior to the Plan’s termination will remain outstanding in accordance with their terms. The Plan authorizes the issuance of 1,000,000 shares of the Company’s Class A Common Stock with certain officers being limited to receiving grants of 100,000 shares in any one year. Employees, contractors and non-employee directors of the Company and its subsidiaries are eligible to receive awards under the Plan. The following types of awards may be granted under the Plan; (1) stock options (incentive and non-qualified), (2) stock appreciation rights, (3) restricted stock and restricted stock units, (4) dividend equivalent rights, (5) performance awards based on achieving specified performance goals, and (6) other awards.

The following table summarizes stock option activity:

			Weighted - Average
	Options		Exercise Price
Outstanding, December 26, 2009	1,246,082		5.00
Granted	335,200		2.24
Exercised	(1,766	)	1.42
Expired	(368,314	)	6.33
Forfeited	(6,487	)	6.15
Outstanding, December 25, 2010	1,204,715		3.83
Granted	—		—
Exercised	(32,726	)	1.48
Expired	(7,385	)	7.14
Forfeited	(7,983	)	1.51
Outstanding, December 31, 2011	1,156,621		3.90
Granted	—		—
Exercised	(58,804	)	1.71
Expired	(12,974	)	6.15
Forfeited	(125,035	)	4.34
Outstanding, December 29, 2012	959,808		3.93

The weighted-average grant-date fair values of options granted during the fiscal year ended 2010 was $1.16.  The total intrinsic value of options exercised during the fiscal years ended 2012, 2011 and 2010 approximated $117,975, $47,152 and $3,323, respectively. Total unrecognized compensation expense related to all share-based awards outstanding at December 29, 2012, is approximately $95,516 and is to be recorded over a weighted-average contractual life of 0.74 years.

Information about stock options outstanding and exercisable at December 29, 2012 is as follows:

	Outstanding			Exercisable
		Weighted -
		Average	Weighted -		Weighted -
		Remaining	Average		Average
Range of	Number	Contractual	Exercise	Number	Exercise
Exercise Prices	Outstanding	Life in Years	Price	Exercisable	Price
6.52 - 7.17	270,300	0.34	6.60	270,300	6.60
5.78 - 6.36	85,240	1.33	6.00	85,240	6.00
5.73	6,487	2.05	5.73	6,487	5.73
4.72 - 5.34	96,795	2.35	4.99	96,795	4.99
1.41 - 1.42	83,118	2.83	1.42	83,118	1.42
1.55 - 1.71	140,334	3.49	1.57	140,334	1.57
2.67	10,000	4.18	2.67	6,667	2.67
2.23 - 2.45	267,534	4.66	2.21	174,800	2.26
	959,808	2.56	3.93	863,741	4.13

At December 29, 2012 and December 31, 2011, the aggregate intrinsic value of options exercisable approximated $635,280 and $269,841, respectively.  The intrinsic value of all options outstanding at December 29, 2012 and December 31, 2011 was approximately $739,586 and $369,906, respectively.

At December 29, 2012 and December 31, 2011, there were exercisable options outstanding to purchase 863,741 and 920,487 shares at weighted average exercise prices of $4.13 and $4.36.

As of December 29, 2012, 1,132,179 shares were reserved for the granting of future share-based awards compared to 23,238 shares at December 31, 2011.