G. STOCK COMPENSATION PLANS

Through the end of the second quarter of fiscal 2016, the Company’s 2006 Incentive Compensation Plan (as amended and restated effective as of August 1, 2013, the “2006 Plan”) was the only stockholder approved plan. The 2006 Plan expired on July 31, 2016. At the Company’s 2016 Annual Meeting of Stockholders held August 4, 2016, the Company’s stockholders approved the adoption of the 2016 Incentive Compensation Plan (the “2016 Plan”).

2016 Plan

The share reserve under the 2016 Plan is 5,200,000 shares of our common stock. A grant of a stock option award or stock appreciation right reduces the outstanding reserve on a one-for-one basis. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, reduces the outstanding reserve by a fixed ratio of 1.9 shares for every share granted.

In addition to the initial share reserve of 5,200,000 shares, the 525,538 shares that remained available under our 2006 Plan were added and became available for issuance under the 2016 Plan on August 4, 2016. In accordance with the terms of the 2016 Plan, any shares outstanding under the 2006 Plan at August 4, 2016 that subsequently terminate, expire or are canceled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with options and stock appreciation rights being added back on a one-for-one basis and full-value awards being added back on a 1 to1.9 basis. Accordingly, an additional 588,796 shares were added to share availability under the 2016 Plan during fiscal 2016. At January 28, 2017, the Company had 6,233,824 shares available under the 2016 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 and share activity for the Company’s 2006 Plan and 2016 Plan, on a combined basis, during fiscal 2016:

Stock Option Activity

The following table summarizes stock option activity under the plans for fiscal 2016:

	Number of Shares			Weighted-average exercise price per option		Weighted-average remaining contractual term	Aggregate intrinsic value
Stock Options
Outstanding options at beginning of year		2,728,621		$	5.00
Options granted		9,004		$	4.44
Options canceled		(213,079	)	$	5.24
Options exercised		—			—

Outstanding options at end of year		2,524,546		$	4.98	5.9 years	$	11,286
Options exercisable at end of year		1,464,605		$	4.91	5.6 years	$	11,286
Vested and expected to vest at end of year		1,464,605		$	4.91	5.6 years	$	11,286

There were no exercises of options during fiscal 2016 and the intrinsic value of options exercised during fiscal 2015 was immaterial.

Non-Vested Share Activity

The following table summarizes activity for non-vested shares under the plans for fiscal 2016:

	Restricted shares			Restricted Stock Units ⁽¹⁾			Deferred shares ⁽²⁾		Fully-vested shares ⁽³⁾			Total number of shares			Weighted-average grant-date fair value ⁽⁴⁾
Shares
Outstanding non-vested shares at beginning of year		1,320,143			—			31,587		—			1,351,730		$	5.09
Shares granted		4,168			440,125			33,289		53,725			531,307		$	5.06
Shares vested/issued		(339,539	)		(919	)		—		(53,725	)		(394,183	)	$	5.05
Shares canceled		(128,440	)		(69,378	)		—		—			(197,818	)	$	5.13
Outstanding non-vested shares at end of year		856,332			369,828			64,876		—			1,291,036		$	5.09
Vested and expected to vest at end of year		8,334			314,354			64,876		—			387,564

(1)	RSUs were granted in connection with the time-vested portion of the 2016-2017 LTIP. The RSUs will vest in two tranches with the first 50% vesting on April 1, 2018 and the remaining vesting 50% on April 1, 2019.

(2)

During fiscal 2016, the Company granted 33,289 shares of deferred stock, with a fair value of approximately $158,188, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock vest three years from the date of grant or at separation of service, based on the irrevocable election of each director.

(3)

During fiscal 2016, the Company granted 53,725 shares of stock, with a fair value of approximately $255,561 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Since fiscal 2015, directors are required to elect 50% of their quarterly retainer in equity. All shares paid to directors to satisfy this election were issued from the Company’s 2006 Plan through July 31, 2016 and from its 2016 Plan since August 4, 2016. Any shares in excess of the minimum required election are issued from the Second Amended and Restated Non-Employee Director Stock Purchase Plan (as amended).

(4)	The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the date of grant.

Total unrecognized stock compensation of $1.2 million at January 28, 2017 is expected to be recognized over a weighted-average period of 20 months.

Non-Employee Director Compensation 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 Second Amended and Restated Non-Employee Director Compensation Plan, most recently amended subsequent to year end.

Beginning in fiscal 2015, the non-employee directors are required to take 50% of their annual retainer, which is paid quarterly, in equity. Any shares of stock, deferred stock or stock options issued to a director as part of this 50% requirement are issued from our equity incentive plans. Only discretionary elections of equity will be issued from the 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 2016, fiscal 2015 and fiscal 2014:

	Number of shares of common stock issued		Fair value of common stock issued
Fiscal 2016		14,509	$	68,456
Fiscal 2015		24,947	$	127,734
Fiscal 2014		40,910	$	213,749