Note 9 - Stock-Based Compensation

12 Months Ended

Apr. 28, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

9.         STOCK-BASED COMPENSATION

Our stock-based compensation program is a broad-based program designed to attract and retain employees while also aligning employees’ interests with the interests of the stockholders.

The 1991 Omnibus Incentive Plan (the “Omnibus Plan”) provides for compensatory awards consisting of (i) stock options or stock awards for up to 4,800,000 shares of common stock, (ii) stock appreciation rights, dividend equivalents, other stock-based awards in amounts up to 4,800,000 shares of common stock and (iii) performance awards consisting of any combination of the above.  The Omnibus Plan is designed to provide an incentive to officers and certain other key employees and consultants by making available to them an opportunity to acquire a proprietary interest or to increase such interest in National Beverage.  The number of shares or options which may be issued under stock-based awards to an individual is limited to 1,680,000 during any year.  Awards may be granted for no cash consideration or such minimal cash consideration as may be required by law.  Options generally have an exercise price equal to the fair market value of our common stock on the date of grant, vest over a five-year period and expire after ten years.

The Special Stock Option Plan provides for the issuance of stock options to purchase up to an aggregate of 1,800,000 shares of common stock.  Options may be granted for such consideration as determined by the Board of Directors.  The vesting schedule and exercise price of these options are tied to the recipient’s ownership level of common stock and the terms generally allow for the reduction in exercise price upon each vesting period. Also, the Board of Directors authorized the issuance of options to purchase up to 50,000 shares of common stock to be issued at the direction of the Chairman.

The Key Employee Equity Partnership Program (“KEEP Program”) provides for the granting of stock options to purchase up to 240,000 shares of common stock to key employees, consultants, directors and officers.  Participants who purchase shares of stock in the open market receive grants of stock options equal to 50% of the number of shares purchased, up to a maximum of 6,000 shares in any two-year period.  Options under the KEEP Program are forfeited in the event of the sale of shares used to acquire such options.  Options are granted at an initial exercise price of 60% of the purchase price paid for the shares acquired and the exercise price reduces to the stock par value at the end of the six-year vesting period.

We account for stock options under the fair value method of accounting using a Black-Scholes valuation model to estimate the stock option fair value at date of grant.  The fair value of stock options is amortized to expense over the vesting period.  Stock options granted were 3,000 KEEP shares in Fiscal 2012, 301,500 shares in Fiscal 2011 and 3,000 KEEP shares in Fiscal 2010.  The weighted average Black-Scholes fair value assumptions for stock options granted are as follows: weighted average expected life of 8 years for Fiscal 2012, 7.5 years for Fiscal 2011 and 8 years for Fiscal 2010; weighted average expected volatility of 42.9% for Fiscal 2012, 48.6% for Fiscal 2011 and 52.2% for Fiscal 2010; weighted average risk free interest rates of 2.5% for Fiscal 2012, 2.8% for Fiscal 2011 and 3.4% for Fiscal 2010; and expected dividend yield of 5.3% for Fiscal 2012, 4.3% for Fiscal 2011 and 4% for Fiscal 2010.  The expected life of stock options was estimated based on historical experience.  The expected volatility was estimated based on historical stock prices for a period consistent with the expected life of stock options.  The risk free interest rate was based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of stock options.  Forfeitures were estimated based on historical experience.

The following is a summary of stock option activity for Fiscal 2012:

	Number of Shares			Price (a)
Options outstanding, beginning of year		601,620		$	7.51
Granted		3,000			6.14
Exercised		(59,420	)		1.94
Cancelled		(32,580	)		9.14
Options outstanding, end of year		512,620			7.24
Options exercisable, end of year		252,677			5.27

(a) Weighted average exercise price.

Stock-based compensation expense was $290,000 for Fiscal 2012, $446,000 for Fiscal 2011 and $349,000 for Fiscal 2010.  The total fair value of shares vested was $513,000 for Fiscal 2012, $135,000 for Fiscal 2011 and $402,000 for Fiscal 2010.  The total intrinsic value for stock options exercised was $758,000 for Fiscal 2012, $799,000 for Fiscal 2011 and $1,498,000 for Fiscal 2010.  Net cash proceeds from the exercise of stock options were $115,000 for Fiscal 2012, $209,000 for Fiscal 2011 and $266,000 for Fiscal 2010.  Stock based income tax benefits aggregated $295,000 for Fiscal 2012, $921,000 for Fiscal 2011 and $384,000 for Fiscal 2010.  The weighted average fair value for stock options granted was $8.16 for Fiscal 2012, $6.35 for Fiscal 2011 and $7.43 for Fiscal 2010.

As of April 28, 2012, unrecognized compensation expense related to the unvested portion of our stock options was $636,000, which is expected to be recognized over a weighted average period of 3.4 years.  The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding as of April 28, 2012 was 5.1 years and $3.8 million, respectively.  The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable as of April 28, 2012 was 4.0 years and $2.4 million, respectively.

We have a stock purchase plan which provides for the purchase of up to 1,536,000 shares of common stock by employees who (i) have been employed for at least two years, (ii) are not part-time employees and (iii) are not owners of five percent or more of National Beverage common stock.  As of April 28, 2012, no shares have been issued under the plan.