LONG-TERM STOCK INCENTIVE PLAN

On November 30, 2013, the Company has two share-based compensation plans, which are described below. Compensation cost included in operating expenses in the accompanying statement of operations for those plans was $1.5 million, $1.9 million, and $2.5 million for the years ended November 30, 2011, 2012 and 2013, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was approximately $576,000, $735,000 and $992,000 for the years ended November 30, 2011, 2012 and 2013, respectively.

The Company’s 1996 Long-Term Stock Incentive Plan (the “1996 Plan”) authorized the grant of stock options (incentive and nonqualified), stock appreciation rights and restricted stock. The Company reserved an aggregate of 1,000,000 shares (subject to adjustment for stock splits and similar capital changes) of the Company’s Class A Common Stock for grants under the 1996 Plan. The 1996 Plan terminated in September 2006. All unvested stock options and restricted stock granted prior to the termination will continue to vest and will continue to be exercisable in accordance with their original terms.

In April, 2006, the Company’s shareholders’ approved the 2006 Long-Term Incentive Plan (the “2006 Plan”) which authorizes the grant of stock options (incentive and non-qualified), stock appreciation rights, restricted and unrestricted stock, cash awards and Performance Units (as defined in the 2006 Plan) to employees, consultants and advisors of the Company capable of contributing to the Company’s performance. The Company has reserved an aggregate of 1,000,000 shares (subject to adjustment for stock splits and similar capital changes) of the Company’s Class A Common Stock for grants under the 2006 Plan. Incentive Stock Options may be granted only to employees eligible to receive them under the Internal Revenue Code of 1996, as amended. The 2006 Plan approved by the shareholders appoints the Compensation Committee (the “Committee”) to administer the 2006 Plan. Awards under the 2006 Plan will contain such terms and conditions not inconsistent with the 2006 Plan as the Committee in its discretion approves. The Committee has discretion to administer the 2006 Plan in the manner which it determines, from time to time, is in the best interest of the Company.

Restricted Stock Awards

Restricted stock awarded under the 1996 Plan and 2006 Plan (collectively the “Plans”) generally is subject to forfeiture in the event of termination of employment prior to vesting dates. Prior to vesting, the Plans participants own the shares and may vote and receive dividends, but are subject to certain restrictions. Restrictions include the prohibition of the sale or transfer of the shares during the period prior to vesting of the shares. The Company also has the right of first refusal to purchase any shares of stock issued under the Plans which are offered for sale subsequent to vesting. In accordance with ASC 718, “Compensation - Stock Compensation” the Company is recognizing stock-based compensation on these restricted shares awarded on the accelerated method over the requisite service period. The fair value of nonvested restricted stock is determined based on the opening trading price of the Company’s Class A Common Stock on the grant date.

The Company granted 50,798, 171,802 and 80,514 shares of restricted stock awards of the Company’s Class A Common Stock during the fiscal years ended November 30, 2011, 2012 and 2013, respectively, to certain officers, managers, and other employees under the Plans. The shares of restricted stock awarded vest at the rate of 50.0 percent on the third anniversary of the award date and the remaining 50.0 percent on the fifth anniversary of the award date. The weighted average grant date fair value of these restricted stock awards was $30.60, $26.69 and $32.87 per share, respectively.

The Company granted 10,560, 9,168 and 9,540 shares of restricted stock awards of the Company’s Class A Common Stock during the fiscal years ended November 30, 2011, 2012 and 2013, respectively, to non-employee directors as partial compensation for their service as a director. The shares of restricted stock awarded vest at the rate of 100.0 percent on the one year anniversary after the date of grant. The weighted average grant date fair value of these restricted share awards was $28.41, $26.18 and $31.47 per share, respectively.

A summary of the status of the Company’s restricted stock as of November 30, 2013, and changes during the fiscal year ended November 30, 2013, is presented as follows:



	Restricted Shares		Weighted- Average Grant- Date Fair Value (Per Share)		Weighted- Average Remaining Contractual Term (Years)
Unvested at November 30, 2012	291,587		$	28.24
Granted	90,054		32.72
Vested	(39,810	)	33.06
Forfeited	(3,442	)	26.69
Unvested at November 30, 2013	338,389		28.88		3.6

As of November 30, 2013, there was approximately $5.3 million of total unrecognized compensation cost related to unvested restricted stock awards granted under the Stock Plans. This cost is expected to be recognized over a weighted-average period of approximately 3.6 years . The total fair value of restricted stock awards vested during the fiscal years ended November 30, 2011, 2012 and 2013, was approximately $1.2 million, $1.3 million and $1.3 million, respectively.

Nonqualified and Incentive Stock Options

In fiscal 2010 a portion of each non-employee director’s compensation for their service as a director is through awards of options to acquire shares of the Company’s Class A Common Stock under the Plans. These options become exercisable one year after the date of grant and expire on the tenth anniversary of the date of grant. The Company also grants options to certain non-officer managers to purchase the Company’s Class A Common Stock under the Plans. These options generally vest over a two and one-half year period and expire on the tenth anniversary of the date of grant. The Company records stock-based compensation cost on its stock options awarded on the straight-line method over the requisite service period.

The fair value of each option granted is estimated on the grant date using the Black-Scholes-Merton option-pricing valuation model that uses the assumptions noted in the following table. Expected volatilities are based on implied volatilities from historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is estimated based on historical exercise behavior and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

A summary of option activity under the Stock Plan as of November 30, 2013, and changes during the year then ended is presented as follows:



Options	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at November 30, 2012	224,252		$	40.25
Expired	(16,929	)	42.80
Exercised	(13,250	)	25.64
Forfeited	—		—
Outstanding at November 30, 2013	194,073		41.03		3.89	$	499,933

Vested and Exercisable at November 30, 2013	194,073		$	41.03	3.89	$	499,933

There were no options granted in fiscal years 2011, 2012 and 2013. There were 2,000, zero, and 13,250 options exercised during fiscal years 2011, 2012and 2013, respectively. The total intrinsic value of options exercised during the fiscal years ended November 30, 2011, 2012 and 2013, respectively were approximately $7,000, zero and $102,000, respectively. The actual tax benefit realized for the tax deductions from exercise of the stock options totaled approximately $3,000, zero and $40,000 for the fiscal years ended November 30, 2011, 2012and 2013, respectively.

As of November 30, 2013, there was no unrecognized compensation cost related to unvested stock options granted under the Stock Plan.