Stock-Based Compensation

9 Months Ended

Apr. 30, 2013

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

Disclosure of Compensation Related Costs, Share-based Payments

STOCK-BASED COMPENSATION

We determine the fair value of stock options and restricted stock issued under our long term incentive plans as of the grant date. We recognized the related compensation expense over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service to the Company.

Our 1995 Long Term Incentive Plan (“1995 Plan”) provided for grants of both incentive and non-qualified stock options and restricted stock. Stock options granted under the 1995 Plan generally vest 25%two years after the grant date and in each of the three following anniversaries of the grant date. All shares of stock issued upon option exercises under this plan were from authorized but unissued stock; all shares of restricted stock issued were from treasury stock. There are no shares available for future grants under this plan.

The Oil-Dri Corporation of America 2006 Long Term Incentive Plan (the “2006 Plan”) permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based and cash-based awards. Our employees and outside directors are eligible to receive grants under the 2006 Plan. The total number of shares of stock subject to grants under the 2006 Plan may not exceed 937,500. Stock options have been granted to our outside directors with a vesting period of one year and stock options granted to employees generally vest 25%two years after the grant date and in each of the three following anniversaries of the grant date. In addition, restricted shares have been issued under the 2006 Plan as described in the restricted stock section below.

The Oil-Dri Corporation of America Outside Director Stock Plan (the “Directors' Plan”) provides for grants of stock options to directors. Stock options have been granted to our directors with a one year vesting period. There are no shares available for future grants under this plan. All shares of stock issued under the Directors' Plan were from treasury stock.

Stock Options

A summary of stock option transactions as of April 30, 2013 is shown below:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)				(Years)	(in thousands)
Options outstanding, July 31, 2012	147		$	11.89	2.2	$	1,473
Exercised	(68	)	$	10.05		$	1,053
Options outstanding, April 30, 2013	79		$	13.49	2.2	$	1,101
Options exercisable, April 30, 2013	79		$	13.49	2.2	$	1,101

The amount of cash received from the exercise of stock options during the third quarter of fiscal 2013 was $34,000 and the related tax benefit was $16,000. The amount of cash received from the exercise of stock options during the third quarter of fiscal 2012 was $71,000 and the related tax benefit was $24,000. The amount of cash received from the exercise of stock options during the first nine months of fiscal 2013 was $686,000 and the related tax benefit was $284,000. The amount of cash received from the exercise of stock options during the first nine months of fiscal 2012 was $192,000 and the related tax benefit was $89,000.

No stock options were granted in the first nine months of fiscal 2013 or 2012 .

Restricted Stock

All of our non-vested restricted stock as of April 30, 2013 was issued under the 2006 Plan with vesting periods between two years and five years.

Under the 2006 Plan, 13,000 restricted shares of Common Stock were granted in the third quarter of fiscal 2013. In the third quarter of fiscal 2012, 18,000 restricted shares of Common Stock and 2,000 restricted shares of Class B stock were granted.

Included in our stock-based compensation expense in the third quarter of fiscal years 2013 and 2012 was $203,000 and $179,000, respectively, related to non-vested restricted stock. In the first nine months of fiscal years 2013 and 2012, the expense related to the unvested restricted stock was $616,000 and $513,000, respectively.

A summary of restricted stock transactions under the plan is shown below:

	Restricted Shares (in thousands)		Weighted Average Grant Date Fair Value
Non-vested restricted stock outstanding at July 31, 2012	132		$	21.68
Vested	(29	)	$	21.74
Granted	20		$	25.03
Forfeitures	(1	)	$	20.60
Non-vested restricted stock outstanding at April 30, 2013	122		$	22.22