11. COMMON STOCK AND STOCK OPTIONS

The Company has a 2001 stock option plan, a non-employee directors' stock option plan and a 2006 Equity Incentive Plan. New grants may not be made under the 2001 and the non-employee directors' stock option plans; however certain option grants under these plans remain exercisable as of December 31, 2012. The aggregate number of shares of common stock for which awards could be granted under the 2006 Equity Incentive Plan as of the date of adoption was 699 shares. The Plan was amended in 2010 and 2012 to authorize an additional 250 and 300 shares, respectively, for issuance under the Plan. Additionally, as outstanding options under the 2001 stock option plan and non-employee directors' stock option plan expire, the shares of the Company's common stock subject to the expired options will become available for issuance under the 2006 Equity Incentive Plan.

Under the various plans, executives, employees and outside directors receive awards of options to purchase common stock. Under the 2006 equity incentive plan, the Company may also grant stock awards, stock appreciation rights, restricted stock units and other equity-based awards, although no such awards, other than awards under the director program and management purchase program described below, had been granted as of December 31, 2012. Under all awards, the terms are fixed on the grant date. Generally, the exercise price of stock options equals the market price of the Company's stock on the date of the grant. Options under the plans generally vest over three years, and have a maximum term of 10 years.

Additionally, the board has established the non-employee directors' stock fee election program, referred to as the director program, as an award under the 2006 equity incentive plan. The director program gives each non-employee director the right under the 2006 Equity Incentive Plan to elect to have some or all of his quarterly director fees paid in common shares rather than cash. There were 1, 3 and 3 shares issued in lieu of cash for director fees under the director program for each of the years ended December 31, 2012, 2011 and 2010, respectively.

On July 23, 2008, the Compensation Committee of the Board of Directors approved the non-employee director and executive officer stock purchase program, referred to as the management purchase program, as an award under the 2006 Plan. The purpose of the management purchase program is to permit the Company's non-employee directors and executive officers to purchase shares of the Company's Common Stock directly from the Company. Pursuant to the management purchase program, as amended, participants may elect to purchase shares of Common Stock from the Company not exceeding an aggregate of $100 during any fiscal year. Participants may make such election one time during each twenty business day period following the public release of the Company's earnings announcement, referred to as a window period, and only if such participant is not in possession of material, non-public information concerning the Company and subject to the discretion of the Board to prohibit any transactions in Common Stock by directors and executive officers during a window period. There were no shares purchased under the management purchase program during the years ended December 31, 2012, 2011 and 2010, respectively.

Stock option activity during the periods indicated is as follows:


	Number of Shares			Weighted-average Exercise Price		Aggregate Intrinsic Value

Outstanding at December 31, 2009		1,054		$	5.67

Options forfeited		(40	)		4.97
Options granted		127			3.44
Options exercised		(69	)		3.11
Outstanding at December 31, 2010		1,072			5.60

Options forfeited		(95	)		3.07
Options granted		177			4.43
Options exercised		(69	)		2.30
Outstanding at December 31, 2011		1,085			5.84

Options forfeited		(3	)		6.76
Options granted		182			6.42
Options exercised		(20	)		2.54

Outstanding at December 31, 2012		1,244		$	5.97	$	432

Exercisable at December 31, 2011		840		$	6.32	$	1,422

Exercisable at December 31, 2012		925		$	6.13	$	425

Available for future grant at January 1, 2012		239

Available for future grant at December 31, 2012		359

The number of shares available for future grant at December 31, 2012, does not include a total of up to 267 shares subject to options outstanding under the 2001 stock option plan and non-employee directors' stock option plan which will become available for grant under the 2006 Equity Incentive Plan in the event of the expiration of said options.

The weighted-average remaining contractual term of options exercisable and outstanding at December 31, 2012, were 4.46 and 5.54 years, respectively. The total intrinsic value of options exercised during fiscal 2012, 2011, and 2010, was $84, $163, and $55, respectively.

The weighted-average per share fair value of options granted was $3.84, $2.57, and $1.86, in 2012, 2011, and 2010, respectively, using the Black-Scholes option-pricing model.

For disclosure purposes, the fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:


	2012			2011			2010
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		68.94– 72.71	%		68.68– 69.22	%		62.03– 62.16	%
Risk-free interest rate		.83– 1.10	%		2.06- 2.22	%		2.35- 2.52	%
Expected life (years)		5.0 – 6.0			5.0			5.0

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of subjective assumptions, including the expected stock price volatility. Because the Company's options have characteristics different from those of traded options, in the opinion of management, the existing models do not necessarily provide a reliable single measure of the fair value of its options.

The Company calculates expected volatility for stock options and awards using the Company's historical volatility.

The expected term for stock options and awards is calculated based on the Company's estimate of future exercise at the time of grant.

The Company currently estimates a five percent forfeiture rate for stock options and continually reviews this estimate.

The risk-free rates for the expected terms of the stock options and awards and the employee stock purchase plan is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company recorded $414, $214, and $474 of non-cash stock option expense for the years ended December 31, 2012, 2011 and 2010, respectively. As of December 31, 2012, there was $685 of total unrecognized compensation costs related to non-vested awards that is expected to be recognized over a weighted-average period of 1.67 years.

The Company also has an Employee Stock Purchase Plan (the "Purchase Plan"). The Purchase Plan initially provided that a maximum of 100 shares may be sold under the Purchase Plan as of the date of adoption. On April 27, 2011, the Company's shareholders approved an amendment to the Purchase Plan to increase the number of shares which may be purchased under the plan by an additional 100 shares. There were 20, 17, and 15 shares purchased under the plan for the years ended December 31, 2012, 2011 and 2010, respectively.