STOCK-BASED COMPENSATION

We compensate our officers, directors and employees with stock-based compensation under the 2011 Stock Incentive Plan (the 2011 Plan) approved by our shareholders and administered under the supervision of our Board of Directors. During fiscal year 2016, our shareholders approved a 1,500 share increase in the number of shares that may be issued under the 2011 Plan, bringing the aggregate total to 3,800 shares. During the six months ended April 1, 2017, we awarded restricted stock units under the 2011 Plan. During the six months ended April 2, 2016, we awarded stock options and restricted stock units under the 2011 Plan. At April 1, 2017, a total of 2,133 shares were available for future grant under the 2011 Plan. These shares will be available for issuance under the 2011 Plan until January 31, 2018.

In fiscal year 2011, our shareholders approved a 2012 Employee Stock Purchase Plan (2012 ESPP) that was effective on January 1, 2012. During the six months ended April 1, 2017 and April 2, 2016, we issued shares of our common stock to participants under the 2012 ESPP. At April 1, 2017, a total of 651 shares were available for issuance under the 2012 ESPP. Shares will be available for issuance under the 2012 ESPP until December 31, 2021.

Our annual stock option and restricted stock grant is typically made in December. In fiscal year 2017, we did not make an annual stock grant in December due to the previously disclosed internal investigation into our China operations which delayed the filing of our Annual Report on Form 10-K for the fiscal year ended October 1, 2016. During the six months ended April 1, 2017, we granted approximately 2 restricted stock units to employees. During the six months ended April 2, 2016, we granted approximately 314 stock options, 74 restricted stock units and 21 performance restricted stock units to directors, officers and employees.

On April 17, 2017, after the end of our second quarter, we made our annual stock grant which was delayed until after the filing of our Annual Report on Form 10-K for the fiscal year ended October 1, 2016. On that date, we issued approximately 284 stock options, 98 restricted stock units and 34 performance restricted stock units to officers and employees.

Stock Options

Stock options are granted at an exercise price equal to the closing market price of our stock on the date of grant. The fair value of stock options granted under our stock-based compensation programs has been estimated as of the date of each grant using the multiple option form of the Black-Scholes valuation model, based on the grant price and assumptions regarding the expected grant life, stock price volatility, dividends and risk-free interest rates. Each vesting period of an option award is valued separately, with this value being recognized evenly over the vesting period. Generally, stock options vest proportionally on the first three anniversaries of the grant date and expire, depending on the date of grant, five or seven years from the grant date.

There were no stock options granted during the six months ended April 1, 2017. The weighted average per share fair value of the stock options granted during the six months ended April 1, 2016 was $11.73. The weighted average assumptions used to determine the fair value of these stock options were as follows:



	Six Months Ended
	April 2, 2016
Expected life (in years)	4.1
Risk-free interest rate	1.5	%
Expected volatility	26.6	%
Dividend yield	1.9	%

The expected life represents the period that the stock option awards are expected to be outstanding and was determined based on historical and anticipated future exercise and expiration patterns. The risk-free interest rate used is based on the yield of constant maturity U.S. Treasury bonds on the grant date with a remaining term equal to the expected life of the grant. We estimate stock price volatility based on a historical weekly price observation. The dividend yield assumption is based on the annualized current dividend divided by the share price on the grant date.

Restricted Stock and Restricted Stock Units

We award restricted stock units to directors. The restricted stock units currently vest on the date of the next annual meeting after grant. The directors are entitled to cash dividend equivalents on unvested shares, but they do not have voting rights on the unvested shares. The sale and transfer of these units is restricted during the vesting period. Additionally, in fiscal year 2013, we awarded restricted stock to our directors that vest proportionately on the first three anniversaries of the grant date. For restricted stock awarded to directors, participants are entitled to cash dividends and voting rights on unvested shares, but the sale and transfer of these shares is restricted during the vesting period. Restricted stock and restricted stock units are valued based on the market value of the shares at the date of grant with the value allocated to expense evenly over the restricted period.

We award restricted stock units and performance restricted stock units to key employees. Restricted stock units vest proportionally on the first three anniversaries of the grant date, and performance restricted stock units vest based on attainment of return on invested capital performance targets at the end of one, two and three year performance periods. Participants awarded restricted stock units and performance restricted stock units are not entitled to cash dividends or voting rights on unvested units. Performance restricted stock units are valued based on the market value of the shares at the date of grant with the value recognized as an expense over the life of the performance period. Once the performance criteria has been met, the value of the performance restricted stock units is finalized.

The fair value of the restricted stock units and performance restricted stock units granted during the six months ended April 1, 2017 and April 2, 2016 was $47.73 and $57.82, respectively, representing the market value of our shares at the date of grant less the present value of estimated foregone dividends over the vesting period.