The Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the awards ultimately expected to vest is recognized as expense over the requisite service period. We recognized share-based compensation expense as a component of selling, general and administrative expense in our Consolidated Statements of Income in the amount of $1.1 million during the first quarter 2012 versus $1.2 million during the first quarter 2011.

We have four equity compensation plans under which incentive stock options, non-qualified stock options and other forms of share-based compensation have been, or may be, granted primarily to key employees and non-employee members of the Board of Directors. These plans include the 2009 Incentive Award Plan (as Amended and Restated as of March 2, 2010) (“2009 Plan”), the 2000 Stock Incentive Plan (as amended and restated on July 14, 2008) (“2000 Plan”), the Director Deferred Compensation Plan, and the 1997 Non-Employee Director Stock Compensation Plan. These plans are more fully described in Part II, Item 8 in our Annual Report on Form 10-K for the fiscal year ended December31, 2011 under the caption “Footnote 10 – Share-based Compensation Plans” and in our Definitive Proxy Statement on Schedule 14A filed on April 4, 2012.

Since 2005, awards have taken the form of performance units (including share units pursuant to our Long-Term Incentive Plan (“LTIP”), restricted stock units (“RSUs”) and Stock Appreciation Rights (“SARs”)).

Performance units have been granted during each of fiscal years 2005 through 2012 pursuant to our LTIP. These units vest at the end of a three-year performance period. 104,111 units under the 2008 plan were settled for approximately 122,000 shares of our common stock during the second quarter 2011, of which approximately 96,000 were deferred by recipients until termination of employment as provided in the plan.On December 31, 2011 the 90,670 units outstanding under the 2009 LTIP vested and were cancelled without conversion to shares of common stock because the Company did not achieve the performance metrics of the 2009 LTIP.

During the first quarter of 2012, a total of 207,035 units were granted pursuant to our 2012 LTIP. Depending on a comparison of the Company’s three-year compound annual growth rate of Consolidated EBITDA results to the Company’s peer group and the Company’s ranking on absolute return on net assets and compound annual growth rate for return on net assets among the companies in the peer group, a participant could receive a number of shares ranging from zero to 200% of the number of performance units granted. Compensation expense equal to the grant date fair value (for shares expected to vest) is recorded over the three-year performance period as the units can only be settled in stock.

During fiscal 2006 through 2010, RSUs were awarded to certain executives of the Company. Awards vest in increments over the term of the grant or cliff vest on the fifth anniversary of the grant date, as designated in the award documents. In addition to the time vesting criteria, awards granted in 2008 and 2009 to two of the Company’s executives include performance vesting conditions. The Company records expense for such awards over the service vesting period if the Company anticipates the performance vesting conditions will be satisfied.

On December 17, 2008, in connection with the Company’s announcement of its planned acquisition of certain military distribution assets of GSC Enterprises, Inc., certain key executives of the Company were granted a total of 267,345 SARs with a per share price of $38.44.As a result of the expiration of the vesting period of the grant on January 31, 2012, all remaining compensation expense to be recorded for this grant was expensed in the first quarter of fiscal 2012.

As of December 31, 2011 approximately 267,300 SARs with a weighted average base/exercise price per SAR of $38.44 were outstanding and unvested. No SARs were granted or exercised during the first quarter 2012, however approximately 23,800 SARs were forfeited by a recipient due to termination of employment. The closing price per share of Nash Finch common stock was below the minimum of $55.00 required for 90 consecutive market days before January 31, 2012 for the SARs to be exercisable. Therefore, the remaining 243,500 SARs expired unexercised. The Company wrote-off the related deferred tax asset of approximately $0.8 million with an offsetting entry to paid-in capital during the first quarter of fiscal 2012.

The following table summarizes activity in our share-based compensation plans during the first quarter of 2012:

(in thousands, except vesting periods)	Service Based Grants (Board Units and RSUs)	Weighted Average Remaining Restriction/ Vesting Period (Years)	Performance Based Grants (LTIP & Performance RSUs)	Weighted Average Remaining Restriction/ Vesting Period (Years)

Outstanding at December 31, 2011	597.9	0.2	568.2	0.7
Granted	0.8		207.2
Forfeited/cancelled	-		(25.6)
Restrictions lapsed/ units settled	(47.4)		-
Shares deferred upon vesting/settlement &
dividend equivalents on deferred shares(1)	8.8		2.1
Outstanding at March 24, 2012	560.1	0.2	751.9	1.1

Exercisable/unrestricted at December 31, 2011	468.4		319.9
Exercisable/unrestricted at March 24, 2012	477.2		322.0

⁽¹⁾“Shares deferred upon vesting/settlement” above are net of the performance adjustment factor applied to the “units settled” for the participants that deferred shares as provided in the plan.

The weighted-average grant-date fair value of time vesting equity units and performance vesting units granted during the first quarter of 2012was $28.05 and $29.30, respectively.