NOTE 11 - STOCK-BASED COMPENSATION

The Company maintains stock-based compensation plans, which provide for the issuance of Company stock to certain directors, officers, key employees and affiliates.

On March 17, 2009, the shareholders of the Company approved the 2009 Incentive Compensation Plan (the “2009 Plan”). The 2009 Plan provides that the total number of shares of Company stock that may be subject to the granting of awards under the 2009 Plan (“Awards”) at any time during the term of the 2009 Plan shall be equal to 800,000 shares of common stock and 160,000 shares of Class B stock. The foregoing limit shall be increased, as provided for in the 2009 Plan. Persons eligible to receive Awards under the 2009 Plan include employees, directors, consultants and other persons who provide services to the Company. The 2009 Plan imposes individual limitations on the amount of certain Awards, in part, to comply with Internal Revenue Code, Section 162(m). The Awards can be in the form of stock options, restricted and deferred stock, performance awards and other stock-based awards, as provided for in the 2009 Plan.

On July 1, 2011, 298,000 common stock options were issued to employees under the 2009 Plan. These options vest at 25% per year starting on October 1, 2012 and each year thereafter through October 1, 2015. As long as the employee remains employed by the Company, these options will be exercisable upon vesting and remain exercisable through October 1, 2021. The Company used the Black-Scholes pricing model to estimate the fair value of the options of $941,000 at time of grant. At September 30, 2014, $237,000 of compensation expense remained to be expensed over the next two years. The following assumptions were used to determine the fair value of the stock options at time of grant:


Risk-free interest rate	2.0	%
Expected life of options	10.0 years
Dividend yield	0.0	%
Volatility	34.2	%

On May 28, 2012, 20,000 common stock options were issued to an employee under the 2009 Plan. These options vest at 25% per year starting on May 28, 2013 and each year thereafter through May 28, 2016. As long as the employee remains employed by the Company, these options will be exercisable upon vesting and remain exercisable through October 1, 2021. The Company used the Black-Scholes pricing model to estimate the fair value of the options of $63,000 at time of grant. At September 30, 2014, $27,000 of compensation expense remained to be expensed through May 28, 2016. The following assumptions were used to determine the fair value of the stock options at time of grant:


Risk-free interest rate	2.0	%
Expected life of options	9.4 years
Dividend yield	0.0	%
Volatility	32.7	%

As of September 30, 2014, 482,000 shares of Company common stock and 160,000 shares of Class B stock are available for granting of Awards under the 2009 Plan.

The following table summarizes option activity under the 2009 Plan:


	Number of Shares			Average Exercise Price Per Share
Options outstanding at September 30, 2013 and 2012		318,000		$	7.655
Options exercised during fiscal 2014		(1,500	)	$	7.689

Options outstanding at September 30, 2014		316,500		$	7.655

No options were granted, forfeited or cancelled during the year ended September 30, 2014. The weighted average remaining contractual life on the options outstanding as of September 30, 2014 is 7 years under the 2009 Plan.

The 1997 Stock Option Plan (the “1997 Plan”) provided for the issuance of incentive stock options and nonqualified stock options to purchase up to 1,200,000 shares of the Company’s common stock, 1,200,000 shares of the Company’s Class B stock and up to 15% of the authorized common stock of any subsidiary. Under the terms of the 1997 Plan, option holders may tender previously owned shares with a market value equal to the exercise price of the options at exercise date, subject to compensation committee approval. Additionally, option holders may, upon compensation committee approval, surrender shares of stock to satisfy federal withholding tax requirements. Options become exercisable in a manner and on such dates and times, as determined by a committee of the Board of Directors. Options expire not more than ten years from the date of grant. The option holders have no shareholder rights until the date of issuance of a stock certificate for such shares.

As of September 30, 2014, there were no options available for future grants under the 1997 Plan.

The following table summarizes option activity under the 1997 Plan:


	Number of Shares		Exercise Price Per Share
Outstanding at September 30, 2014, 2013 and 2012		27,500	$	9.32

The weighted average remaining contractual life on the options outstanding as of September 30, 2014 is 2 years under the 1997 Plan.