NOTE M– SHARE-BASED COMPENSATION

Total share-based compensation during the

thirteen

-week periods ended

June 24, 2018

and

June 25, 2017

was

$81,000

and

$99,000,

respectively. Total share-based compensation is included in general and administrative expenses in our accompanying Consolidated Statements of Earnings. As of

June 24, 2018,

there was

$19,000

of unamortized compensation expenses related to share-based incentive awards. We expect to recognize this expense over approximately

two

months, which represents the weighted average remaining requisite service periods for such awards.

The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. Compensation cost charged to expense under all stock-based incentive awards is as follows (in thousands):

	Thirteen weeks ended
	June 24, 2018		June 25, 2017

Stock options	$	38	$	38
Restricted stock		43		61
Total compensation cost	$	81	$	99

Stock options outstanding:

During the fiscal year ended

March 29, 2015,

the Company granted options to purchase

50,000

shares at an exercise price of

$53.89

per share, all of which expire

five

years from the date of grant. All such stock options vest ratably over a

four

-year period which commenced

August 6, 2015

and contained anti-dilution rights that were structured to equalize the award’s fair value before and after the modification

There were

new share-based awards granted during the

thirteen

week period ended

June 24, 2018.

In connection with the Company’s special cash dividend, paid on

January 4, 2018,

to stockholders of record as of

December 22, 2017,

the Company performed an analysis, pursuant to the anti-dilution provisions of the

2010

Stock Incentive Plan, as amended (the

“2010

Plan”), and issued replacement options to purchase

68,498

shares at an exercise price of

$33.438

for the unvested stock options outstanding as of the record date of

December 22, 2017,

canceling

64,384

shares at an exercise price of

$35.58

per share. Nathan’s performed its evaluation based on the closing price of its common stock on

December 20, 2017,

the day before the stock went ex-dividend, of

$83.20

per share, or

$78.20

per share excluding the dividend of

$5.00

per share.

other terms or conditions of the outstanding options were modified.

In connection with the Company’s special cash dividend, paid on

March 27, 2015,

to stockholders of record as of

March 20, 2015,

the Company performed an analysis, pursuant to the anti-dilution provisions of the

2010

Plan, and issued replacement options to purchase

75,745

shares at an exercise price of

$35.58

for the unvested stock options outstanding as of

March 29, 2015,

canceling

50,000

shares at an exercise price of

$53.89.

Nathan’s performed its evaluation based on the closing price of its common stock on

March 27, 2015

$73.56

per share, or

$48.56

per share excluding the dividend of

$25.00

per share.

other terms or conditions of the outstanding options were modified.

Transactions with respect to stock options for the

thirteen

weeks ended

June 24, 2018

are as follows:

			Weighted-		Weighted-		Aggregate
			Average		Average		Intrinsic
			Exercise		Remaining		Value
	Shares		Price		Contractual Life		(in thousands)


Options outstanding at March 25, 2018 fiscal year (A)		68,498	$	33.438		1.36	$	2,648
Granted		-		-		-		-
Exercised		-		-		-		-
Options outstanding at June 24, 2018		68,498	$	33.438		1.12	$	4,207

Options exercisable at June 24, 2018		48,348	$	33.438		1.12	$	2,969

A-

Represents outstanding options after giving effect to the replacement options issued in connection with the Company’s

2015

and

2017

special dividends.

Restricted stock:

Transactions with respect to restricted stock for the

thirteen

weeks ended

June 24, 2018

are as follows:

				Weighted-
				Average
				Grant-date Fair value
	Shares			Per share
Unvested restricted stock at March 25, 2018		5,000		$	49.80
Granted		-			-
Vested		(5,000	)	$	49.80
Unvested restricted stock at June 24, 2018		-		$	-