G. STOCK OPTIONS AND RESTRICTED STOCK

The Company has one stock-based compensation plan; the 2006 Incentive Compensation Plan (as most recently amended on August 5, 2010, the “2006 Plan”). Grants still remain outstanding under the Company’s previous 1992 Stock Incentive Plan (the “1992 Plan”); however, as a result of the adoption of the 2006 Plan, no further grants can be made under the 1992 Plan.

Under the terms of the 2006 Plan, up to 5,750,000 shares of common stock were available for the granting of awards; provided, however, that the maximum number of shares available for the granting of awards other than stock options and stock appreciation rights, or SARs, cannot exceed 3,750,000 shares. The terms of the 2006 Plan provide for grants of stock options, SARs, restricted stock, deferred stock, other stock-related awards and performance awards that may be settled in cash, stock or other property.

The 2006 Plan is administered by the Compensation Committee, all of the members of which are non-employee directors who qualify as independent under the listing standards of the Nasdaq Global Select Market. The Compensation Committee is authorized to makes 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. Options granted to employees and executives typically vest over three years and options granted to non-employee directors vest over two years. Generally, options expire ten years from the date of grant; however, the Company has granted certain option awards to Messrs. Levin and Hernreich with a maturity date limited to four years, none of which is outstanding as of February 2, 2013.

2006 Plan—Stock Option and Restricted Share Award Activity

Stock Option Activity

The following table summarizes stock option activity under the 2006 Plan for fiscal 2012:


Stock Options	Number of Shares			Weighted-average Exercise price per Option		Weighted-average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding options at beginning of year		1,073,971		$	4.56
Options granted		66,286			3.45
Options canceled		(763,883	)		4.58
Options exercised		—			—

Outstanding options at end of year		376,374		$	4.31		6.7 years	$	227,551
Vested and expected to vest at end of year		366,100		$	4.32		6.7 years	$	221,199
Options exercisable at end of year		300,891		$	4.50		6.0 years	$	146,517

Restricted Share Activity

The following table summarizes activity for non-vested shares (“restricted shares”) under the 2006 Plan for fiscal 2012:


Restricted Shares	Number of Shares			Weighted-average Grant-Date Fair Value ⁽¹⁾
Restricted shares outstanding at beginning of year		937,604		$	3.43
Restricted shares granted		5,000			4.40
Restricted shares vested		(424,460	)		2.86
Restricted shares canceled		(34,741	)		3.90

Restricted shares outstanding at end of year		483,403		$	3.90

(1)	The fair value of a restricted share is equal to the Company’s closing stock price on the date of grant.

Approximately $0.3 million of the total unrecognized stock compensation cost of $0.4 million is related to restricted shares unvested at February 2, 2013. The cost of the $0.3 million is expected to be recognized over a weighted-average period of 22.0 months.

Share Availability Under the 2006 Plan

At February 2, 2013, the Company has 3,908,027 shares available for future grant under the 2006 Plan. Of this amount, 2,309,401 shares remain available for awards other than options and stock appreciation rights.

1992 Plan—Stock Option Activity-

The following table summarizes stock option activity under the 1992 Plan for fiscal 2012:


Stock Options	Number of Shares			Weighted-average Exercise price per Option		Weighted-average Remaining Contractual Term		Aggregate Intrinsic Value ⁽²⁾
Outstanding at beginning of year		1,762,426		$	5.93
Options granted		—			—
Options canceled		(362,611	)		4.95
Options exercised ⁽¹⁾		(70,000	)		3.15

Outstanding at end of year		1,329,815		$	6.35		1.3 years	$	—
Vested and expected to vest at end of year		1,329,815		$	6.35		1.3 years	$	—
Options exercisable at end of year		1,329,815		$	6.35		1.3 years	$	—

(1)	Includes options that were exercised through net share settlement. As a result, only 21,751 shares were issued with no corresponding option cost.

(2)	All outstanding options were out-of-the-money at February 2, 2013; therefore, there was no intrinsic value.

The total intrinsic value of options exercised was $99.4 thousand for fiscal 2012 and $39.0 thousand for fiscal 2011.

Options granted outside of the Company’s 1992 Plan and 2006 Plan

At January 28, 2012, the Company had outstanding 330,000 options that were issued outside of the Company’s 1992 Plan and 2006 Plan. The weighted-average exercise price of those options was $3.15 per option. These outstanding options represented options which were granted to consultants of the Company prior to August 2003 and options granted to its executives, prior to fiscal 2004, in excess of the 1992 Plan’s annual maximum grant of 500,000.

During fiscal 2012, all 330,000 were exercised through a net share settlement. As a result, only 94,636 shares were issued with no corresponding option cost.

The total intrinsic value of options exercised outside of the Company’s 1992 Plan and 2006 Plan was $0.4 million for fiscal 2012, $89,000 for fiscal 2011 and $0.5 million for fiscal 2010.

Non-Employee Director Stock Purchase Plan

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 Amended and Restated Non-Employee Director Compensation Plan.

The following shares of common stock, with the respective fair value, were issued to its non-employee directors as compensation for fiscal 2012, fiscal 2011 and fiscal 2010:


	Number of shares of common stock issued		Fair value of common stock issued
Fiscal 2012		31,707	$	123,976
Fiscal 2011		28,030	$	117,221
Fiscal 2010		36,020	$	120,232