(10)	*Employee Stock and Savings Plans*

Stock Options Plans and Stock Plans

On July 1, 2010, our shareholders approved the 2010 Omnibus Incentive Plan (Incentive Plan) which replaced our prior 1982 Stock Option Plan, Nonqualified Stock Option Plan, 1986 Stock Plan, and 1987 Non-Employee Directors’ Stock Plan. The Incentive Plan is administered by the Compensation Committee of our Board of Directors and permits accelerated vesting of outstanding options, restricted stock units, restricted stock awards, and other equity incentives upon the occurrence of certain changes in control of our company. The implementation of the Incentive Plan did not modify the terms of any awards granted under prior plans.

Stock options under the Incentive Plan are generally expected to vest over four years, have an expiration date of ten years from the date of grant, and an exercise price not less than the fair market value of the shares on the date of grant.

As of April 30, 2011, a total of 8,924 shares of common stock were available for future grant under the above Incentive Plan.

We assumed the stock plans of Valor Computerized Systems, Ltd. (Valor) on March 18, 2010. Under the terms of our merger agreement with Valor, options outstanding under these plans were converted to options to purchase shares of our common stock. Options issued under these plans vest over four years from the original grant date and have an expiration date of ten years from the original grant date. The exercise price of each converted option is equal to the product of the original exercise price and the original number of options granted divided by the number of converted options received. These stock plans have been suspended and no future awards will be granted under these plans. Options for a total of 2,160 shares of our common stock have been authorized and issued under the Valor plans.

On December 14, 2009, our shareholders approved the exchange of certain options for restricted stock units. Eligible for the exchange were options held by non-executive employees with an exercise price equal to or greater than $11.00 which were granted prior to January 7, 2009 and expire after August 15, 2010. The offer expired February 5, 2010. Effective February 8, 2010 a total of 6,945 options were exchanged for 557 restricted stock units. Total incremental cost of $491 resulted from this exchange. The incremental cost will be amortized over two years.

Stock options outstanding, the weighted average exercise price, and transactions involving the stock option plans are summarized as follows:


	Options Outstanding			Weighted Average Exercise Price
Balance as of January 31, 2011		11,867		$	9.94
Granted		—			—
Exercised		(1,096	)		6.76
Forfeited		(73	)		8.11
Expired		(23	)		17.13

Balance as of April 30, 2011		10,675		$	10.27

The following table summarizes activity involving restricted stock, including restricted stock units:


	Restricted Stock			Weighted Average Grant Date Fair Value
Nonvested as of January 31, 2011		2,131		$	9.61
Granted		107			15.29
Released		(229	)		8.07
Cancelled		(26	)		9.74

Nonvested as of April 30, 2011		1,983		$	10.22

Employee Stock Purchase Plans

We have an employee stock purchase plan (ESPP) for U.S. employees and an ESPP for certain foreign subsidiary employees. The ESPPs provide for six month offerings commencing on January 1 and July 1 of each year with purchases on June 30 and December 31 of each year. Each eligible employee may purchase up to six thousand shares of stock on each purchase date at prices no less than 85% of the lesser of the fair market value of the shares on the offering date or on the purchase date. As of April 30, 2011, 3,934 shares remain available for future purchase under the ESPPs.

Stock-Based Compensation Expense

We estimate the fair value of stock options and purchase rights under our ESPPs using a Black-Scholes option-pricing model. The Black-Scholes option-pricing model incorporates several highly subjective assumptions including expected volatility, expected term, and interest rates.

In reaching our determination of expected volatility for options, we include the following elements:

•

Historical volatility of our shares of common stock;

•

Historical volatility of shares of comparable companies;

•

Implied volatility of our traded options; and

•

Implied volatility of traded options of comparable companies.

In determining expected volatility for purchase rights under our ESPP, we use the historical volatility of our shares of common stock. The expected term is the six month offering period. We base the expected term of our stock options on historical experience.

The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant.

The fair value of restricted stock units is the market value as of the grant date.

The weighted average grant date fair values are summarized as follows:


Three months ended April 30,	2011		2010
Options granted	$	—	$	4.29
Restricted stock units granted	$	15.29	$	7.99
ESPP purchase rights	$	—	$	—

The fair value calculations used the following assumptions:


Three months ended April 30,	2010
Stock Option Plans
Risk-free interest rate		2.4	%
Dividend yield		0	%
Expected life (in years)		5.5
Weighted average volatility		55	%

Three months ended April 30,	2010
Acquired Company Options Exchange
Risk-free interest rate		0.1% - 3.3	%
Dividend yield		0	%
Expected life (in years)		0.1 - 7.7
Volatility (range)		35% - 72	%
Weighted average volatility		60	%

Three months ended April 30,	2010
Employee Options Exchange
Risk-free interest rate		0.2% - 2.7	%
Dividend yield		0	%
Expected life (in years)		0.5 - 5.9
Volatility (range)		43% - 77	%
Weighted average volatility		43	%