Note 11 - Share Based Compensation

3 Months Ended

Mar. 30, 2013

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

11.  Share-Based Compensation

At March 30, 2013, the Company had three share-based employee compensation plans.  The Company measures the fair value of share-based awards, if and when granted, based on the Black-Scholes method and using the closing market price of the Company’s common stock on the date of grant.  Awards vest over periods ranging from one to three years and expire within 10 years of issuance.  Share-based compensation expense related to awards is amortized in accordance with applicable vesting periods using the straight-line method.  Share-based compensation expense of $173 and $14 was recognized for the thirteen week periods ended March 30, 2013 and March 31, 2012, respectively.

As of March 30, 2013, the Company had approximately $1.6 million of total unrecognized compensation cost related to all non-vested share-based awards granted under the Company’s various share-based plans, which the Company expects to recognize over approximately a three-year period.  These amounts do not include the cost of any additional share-based awards that may be granted in future periods or reflect any potential changes in the Company’s forfeiture rate.

Incentive Share-Based Plans

1996 Executive Stock Option Plan (the 1996 Plan)

The 1996 Plan, approved by the Company’s stockholders in August 1996 and amended in April 1999, provided for the issuance of up to 1,250,000 shares of the Company’s common stock to officers and key employees of the Company and its subsidiaries through January 1, 2006, at which time the 1996 Plan expired.  Options were generally granted at fair market value at the date of grant.  The Compensation Committee of the Board of Directors determines the vesting period at the time of grant.  As of March 30, 2013, options to purchase 144,500 shares of common stock granted under the 1996 Plan were outstanding.

2000 Employee Stock Incentive Plan (the 2000 Plan)

The 2000 Plan, approved by the Company’s stockholders in April 2001, provided for the issuance of up to 1,500,000 shares of the Company’s common stock to officers and key employees of the Company and its subsidiaries or consultants and advisors utilized by the Company.  The Compensation Committee of the Board of Directors may award incentive stock options or non-qualified stock options, as well as stock appreciation rights, and determines the vesting period at the time of grant.  As of March 30, 2013, options to purchase 76,500 shares of common stock granted under the 2000 Plan were outstanding.

The 1996 Plan and 2000 Plan are expired and therefore no shares are available for grant thereunder.

2007 Omnibus Equity Compensation Plan (the 2007 Plan)

The 2007 Plan, approved by the Company’s stockholders in June 2007, provides for the issuance of up to 700,000 shares of the Company’s common stock to officers, non-employee directors, employees of the Company and its subsidiaries or consultants and advisors utilized by the Company.  No more than 350,000 shares of common stock in the aggregate may be issued pursuant to grants of stock awards, stock units, performance shares and other stock-based awards.  No more than 300,000 shares of common stock with respect to awards may be granted to any individual during any fiscal year.  The Compensation Committee of the Board of Directors determines the vesting period at the time of grant.  As of March 30, 2013, under the 2007 Plan, 34,100 shares of common stock were available for future grants, options to purchase 76,400 shares of common stock granted and 350,000 restricted stock units were outstanding.

Stock Options

There were 5,000 options granted during the thirteen week period ended March 30, 2013 and no options granted during the thirteen week period ended March 31, 2012.  Activity regarding outstanding options for the thirteen week period ended March 30, 2013 is as follows:

	All Stock Options Outstanding
	Shares			Weighted Average Exercise Price
Options outstanding as of December 29, 2012		307,400		$	5.34
Options granted		5,000		$	5.78
Options exercised		7,000		$	4.40
Options forfeited/cancelled		8,000		$	5.16
Options outstanding as of March 30, 2013		297,400		$	5.37
Options outstanding price range at March 30, 2013	$2.50	-	$9.81
Options exercisable as of March 30, 2013		242,400		$	5.33
Intrinsic value of outstanding stock options as of March 30, 2013		$333
Intrinsic value of stock options exercised for the thirteen week period ended March 30, 2013		$10

As of March 30, 2013, the Company had approximately $0.1 million of total unrecognized compensation cost related to non-vested stock option awards granted under the Company’s various share-based plans, which the Company expects to recognize over approximately a three-year period.  These amounts do not include the cost of any additional options that may be granted in future periods or reflect any potential changes in the Company’s forfeiture rate.

Restricted Stock Units

On November 16, 2012, the Company granted 350,000 restricted stock units all of which fully vest after three years of continued service.  All of these restricted stock units include dividend accrual equivalents, which means that any dividends paid by the Company during the three year vesting period become due and payable after the three year vesting period assuming the grantee’s restricted stock unit fully vests.  Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet.  Dividends for restricted share units that ultimately do not vest are forfeited.

To date, the Company has only issued restricted stock units under the 2007 Plan.  The following summarizes the restricted stock units activity under the 2007 Plan during 2013:

	Number of Restricted Stock Units (in thousands)			Weighted Average Grant Date Fair Value per Share
Outstanding non-vested at December 29, 2012		350		$	5.62
Granted		8		$	5.45
Vested		-			N/A
Forfeited or expired		(8	)	$	5.62
Outstanding non-vested at March 30, 2013		350		$	5.62

Based on the closing price of the Company’s common stock of $6.06 per share on March 28, 2013 the intrinsic value of the non-vested restricted stock units at March 30, 2013 was $2.1 million.  As of March 30, 2013, there was approximately $1.5 million of total unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted-average period of approximately 31.5 months.

Employee Stock Purchase Plan

The Company implemented the 2001 Employee Stock Purchase Plan with stockholder approval, effective January 1, 2001.  Such Plan was subsequently amended, pursuant to stockholder approval where required, effective June 18, 2009 and September 16, 2009 (the 2001 Employee Stock Purchase Plan, as so amended, the “Purchase Plan”).  Under the Purchase Plan, employees meeting certain specific employment qualifications are eligible to participate and can purchase shares of common stock semi-annually through payroll deductions at the lower of 85% of the fair market value of the stock at the commencement or end of the offering period.  The purchase plan permits eligible employees to purchase shares of common stock through payroll deductions for up to 10% of qualified compensation.  The Company has two offering periods in the Purchase Plan coinciding with the Company’s first two fiscal quarters and the last two fiscal quarters.  Actual shares are issued on the first day of the subsequent offering period for the prior offering period payroll deductions.  The number of shares issued at the beginning of the current period (as of January 2, 2013) was 26,481.  As of March 30, 2013, there were 221,271 shares available for issuance under the Purchase Plan.