The Company has one active stock-based compensation plan: the 2016 Incentive Compensation Plan (the “2016 Plan”). The initial share reserve under the 2016 Plan was 5,725,538 shares of our common stock. A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduced the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. The Company’s shareholders approved amendments to increase the share reserve by 2,800,000 shares on August 8, 2019, an additional 1,740,000 shares on August 12, 2020 and an additional 4,855,000 on August 5, 2021. At January 29, 2022, the Company had 4,800,386 shares available under the 2016 Plan.

In accordance with the terms of the 2016 Plan, any shares outstanding under the previous 2006 Incentive Compensation Plan (the “2006 Plan”) at August 4, 2016 that subsequently terminate, expire or are cancelled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with stock options being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis. At January 29, 2022, there were 298,231 stock options that remain outstanding under the 2006 Plan.

The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable or otherwise forfeitable unless such award has been outstanding for a minimum period of one year from its date of grant.

The following tables summarize the stock option activity under the Company’s 2006 Plan and 2016 Plan, on an aggregate basis, for fiscal 2021:


	Number of Shares			Weighted-average exercise price per option		Weighted-average remaining contractual term	Aggregate intrinsic value (000's)
Stock Options
Outstanding options at beginning of year		3,647,581		$	1.09		$	811
Options granted (1)		1,518,154			0.71			—
Options canceled or expired		(22,542	)		4.19			—
Options exercised (2)		(521,643	)		1.49			2,493
Outstanding options at end of year		4,621,550		$	0.90	8.2 yrs.	$	16,067
Options exercisable at end of year		751,743		$	2.42	5.6 yrs.	$	1,662
Vested and expected to vest at end of year		4,621,550		$	0.90	8.2 yrs.	$	16,067

(1)

Primarily represents the grant of stock options to purchase an aggregate of 1,078,913 shares of the Company's common stock, at an exercise price of $0.69 per share, in connection with the time-based grant of awards under its 2021-2023 LTIP, see Note H, Long-Term Incentive Plans. In March 2021, the Company also granted to active participants of the LTIP a discretionary grant of stock options to purchase an aggregate of 414,337 shares of the Company's common stock, at an exercise price of $0.75 per share, which vest over 3 years.

(2)

As a result of net share settlements, of the 521,643 stock options exercised, only 389,838 shares of common stock were issued.

The following table summarizes activity for non-vested shares under the Company’s 2006 Plan and 2016 Plan, on an aggregate basis, for fiscal 2021:


	RSUs (1)			Deferred shares (2)		Performance Share Units (3)			Total number of shares			Weighted-average grant-date fair value
Shares
Outstanding non-vested shares at beginning of year		815,292			435,568		720,000			1,970,860		$	1.69
Shares granted		8,054			—		—			8,054			0.66
Shares vested/issued		(308,055	)		—		(480,000	)		(788,055	)		1.85
Outstanding non-vested shares at end of year		515,291			435,568		240,000			1,190,859		$	1.57
Vested and expected to vest at end of year		515,291			435,568		—			950,859

(1)

During fiscal 2021, the vesting of RSUs was primarily related to the time-based awards under the Company’s LTIP plans, see Note H, Long-Term Incentive Plans.

(2)

Represents compensation to certain directors, in lieu of cash, in accordance with their irrevocable elections. During fiscal 2021, all equity issued to directors for compensation, in lieu of cash, was issued only from the Non-Employee Director Compensation Plan. The outstanding deferred shares will be issued upon the director’s separation from service.

(3)

The 720,000 shares of performance stock units (“PSUs”), with a fair value of $1.0 million, represent a sign-on grant in fiscal 2019 to Mr. Kanter. The PSUs vest in installments when the following milestones are met: one-third of the PSUs vest when the trailing 90-day volume-weighted average closing stock price (“VWAP”) is $4.00, one-third of the PSUs vest when the VWAP is $6.00, and one-third when the VWAP is $8.00. During fiscal 2021, 480,000 PSUs vested as a result of achieving a VWAP of $4.00 per share and $6.00 per share. As a result of net share settlement, of the 480,000 PSUs that vested, only 327,120 shares of common stock were issued. The remaining 240,000 PSUs will expire on April 1, 2023 if the $8.00 VWAP is not achieved by that date.

In January 2010, the Company established a Non-Employee Director Stock Purchase Plan to provide a convenient method for its non-employee directors to acquire shares of the Company’s common stock at fair market value by voluntarily electing to receive shares of common stock in lieu of cash for service as a director. The substance of this plan is now encompassed within the Company’s Sixth Amended and Restated Non-Employee Director Compensation Plan.

Through the end of fiscal 2020, non-employee directors were required to take 50% of their annual retainer, which was paid quarterly, in equity. Any shares of common stock or deferred stock issued to a director as part of this 50% requirement were issued from the 2016 Plan. Only discretionary elections of shares of common stock were issued from the Non-Employee Director Compensation Plan.

In November 2020, the Board of Directors approved the Fifth Amended and Restated Non-Employee Director Compensation Plan and all compensation in fiscal 2021 was earned pursuant to this amended plan. The plan was amended to, among other things, increase the number of shares available for grant under the plan by an additional 1,000,000 shares, limit the number of shares that can be issued each quarter to 250,000 shares (with any shortfall satisfied in cash), removed the requirement for directors to take 50% of their annual retainer in equity and removed the ability for directors to select deferred stock.

In December 2021, the Board of Directors approved the Sixth Amended and Restated Non-Employee Director Compensation Plan, which will be effective for board compensation in fiscal 2022. The plan was amended to, among other things, add a minimum equity ownership requirement which will require each director to receive at least 60% of their annual retainers in shares of common stock until the value of their equity ownership is equal to at least three times the annual retainer. Any shares issued to satisfy the minimum equity ownership will be granted from the 2016 Plan. All other shares will be granted under the Non-Employee Director Compensation Plan. The amended plan still limits the maximum number of shares that can be issued in any quarter to 250,000 shares, in aggregate.

The following shares of common stock, with the respective fair value, were issued from the Non-Employee Director Compensation Plan to its non-employee directors as compensation for fiscal 2021, fiscal 2020 and fiscal 2019:


	Number of shares of common stock issued		Fair value of common stock issued
Fiscal 2021		232,910	$	374,227
Fiscal 2020		187,897	$	75,065
Fiscal 2019		37,113	$	69,991

At January 29, 2022, 767,090 shares remain available for grant under the Sixth Amended and Restated Non-Employee Director Compensation Plan.