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EQUITY PLANS
12 Months Ended
Dec. 30, 2011
EQUITY PLANS  
EQUITY PLANS

9. EQUITY PLANS

        As of December 30, 2011, the Company had two share-based compensation plans, which are described below. The Company may no longer grant awards under the 2006 Stock Incentive Plan. The compensation expense that has been recognized for stock options issued under these plans was $201,000, $235,000 and $272,000 for fiscal years 2011, 2010 and 2009, respectively.


2006 STOCK INCENTIVE PLAN

        In June 2006, the Company's board of directors adopted the 2006 Stock Incentive Plan ("2006 Plan") and it received stockholder approval. The Company re-submitted the 2006 Plan to its stockholders for post-IPO approval at the 2007 annual meeting of the stockholders and it was approved. The 2006 Plan will terminate ten years after the board of directors approved it and no additional awards were or will be granted under the 2006 Plan after the Company's shareholders approved the 2008 Plan (as defined below) in June 2008. The 2006 Plan had 300,000 shares of common stock reserved for issuance to the Company's directors, executives, officers, employees, consultants and advisors and currently has 206,500 shares of common stock reserved for issuance. Approximately 52,333 shares that were available for award grant purposes under the 2006 Plan have become available for grant under the 2008 Plan following shareholder approval of the 2008 Plan. Options granted under the 2006 Plan could be "non-statutory stock options" which expire no more than ten years from the date of grant or "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended. Upon exercise of non-statutory stock options, the Company is generally entitled to a tax deduction on the exercise of the option for an amount equal to the excess over the exercise price of the fair market value of the shares at the date of exercise. The Company is generally not entitled to any tax deduction on the exercise of an incentive stock option. Option awards provide for accelerated vesting if there is a change in control (as defined in the 2006 Plan). Through December 30, 2011, options granted, net of forfeitures and expirations, under the 2006 Plan consisted of 187,500 shares and 19,000 shares for incentive stock options and non-statutory stock options, respectively.


2008 PERFORMANCE INCENTIVE PLAN

        In March 2008, the Company's board of directors adopted the 2008 Performance Incentive Plan ("2008 Plan"), and it received stockholder approval at the 2008 annual meeting of the stockholders in June 2008. The 2008 Plan will terminate ten years after the board of directors approved it. The 2008 Plan had 486,167 shares of common stock reserved for issuance to the Company's directors, executives, officers, employees, consultants and advisors until June 4, 2010, at which time the stockholders, at the annual meeting of the stockholders, approved a 350,000 share increase to the 2008 Plan. The maximum number of shares of the Company's common stock that may be issued or transferred pursuant to awards under the 2008 Plan can also be increased by any shares subject to stock options granted under the 2006 Plan and outstanding as of June 9, 2008 which expire, or for any reason are cancelled or terminated, after June 9, 2008 without being exercised. The 2008 Plan has 888,500 shares of common stock reserved for issuance. Awards authorized by the 2008 Plan include stock options, stock appreciation rights, restricted stock, stock bonuses, stock units, performance stock, and other share-based awards. No participant may be granted an option to purchase more than 100,000 shares in any fiscal year. Options generally may not be granted with exercise prices less than fair market value at the date of grant, with vesting provisions and contractual terms determined by the compensation committee of the board of directors on a grant-by-grant basis. Options granted under the 2008 Plan may be "nonqualified stock options" or "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended. The maximum term of each option shall be 10 years. Upon exercise of nonqualified stock options, the Company is generally entitled to a tax deduction on the exercise of the option for an amount equal to the excess over the exercise price of the fair market value of the shares at the date of exercise. The Company is generally not entitled to any tax deduction on the exercise of an incentive stock option. Option awards provide for accelerated vesting if there is a change in control (as defined in the 2008 Plan). Through December 30, 2011, options granted, net of forfeitures and exercises, under the 2008 Plan consisted of 568,100 shares and 137,000 shares for incentive stock options and non-statutory stock options, respectively.

        The fair value of each option is calculated using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatility is based upon historical volatility of "guideline companies" since the length of time the Company's shares have been publicly traded is shorter than the expected or contractual term of the options. The expected term of the option, taking into account both the contractual term of the option and the effects of employees' expected exercise and expected post-vesting termination behavior is estimated based upon the simplified method. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions are as follows:

 
  2011   2010   2009

Expected volatility

  39% - 40%   39%   39% - 40%

Expected dividends

  0%   0%   0%

Expected term (in years)

  5.75 - 6.00   5.75 - 6.00   5.75 - 6.00

Risk-free rate

  0.88% - 2.20%   1.48% - 2.59%   2.20% - 2.95%

        A summary of option activity under the 2006 Plan and 2008 Plan as of December 30, 2011 and changes during the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010 is presented below. The intrinsic value of the fully-vested options is $665,000, based on the Company's closing stock price of $3.96 on December 30, 2011.

 
  Options   Weighted-
Average
Exercise
Price
  Weighted-
Average
Remaining
Contractual
Term (Years)
 

Outstanding at December 31, 2010

    859,000   $ 3.90     8.26  

Granted

    86,000     4.02     9.44  

Exercised

    (3,000 )   1.96     7.92  

Forfeited or expired

    (30,000 )        
                 

Outstanding at December 30, 2011

    912,000   $ 3.90     8.26  
                 

Vested at December 30, 2011

    570,000   $ 4.61     6.84  
                 

Exercisable at December 30, 2011

    570,000   $ 4.61     6.84  
                 

 

 
  Options   Weighted-
Average
Exercise
Price
  Weighted-
Average
Remaining
Contractual
Term (Years)
 

Outstanding at January 1, 2010

    566,000   $ 4.54     8.6  

Granted

    295,000     2.67     9.6  

Exercised

    (2,000 )   1.65     8.6  

Forfeited or expired

             
                 

Outstanding at December 31, 2010

    859,000   $ 3.90     8.3  
                 

Vested at December 31, 2010

    356,000   $ 6.07     7.2  
                 

Exercisable at December 31, 2010

    356,000   $ 6.07     7.2  
                 

 

 
  Options   Weighted-
Average
Exercise
Price
  Weighted-
Average
Remaining
Contractual
Term (Years)
 

Outstanding at January 2, 2009

    303,000   $ 7.23     8.8  

Granted

    291,000     1.80     9.4  

Exercised

             

Forfeited or expired

    (28,000 )   5.47      
                 

Outstanding at January 1, 2010

    566,000   $ 4.54     8.6  
                 

Vested at January 1, 2010

    172,000   $ 8.01     7.7  
                 

Exercisable at January 1, 2010

    172,000   $ 8.01     7.7  
                 

        A summary of the status of the Company's nonvested options and changes in nonvested options during the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010, is presented below:

 
  Options   Weighted-
Average
Grant-Date
Fair Value
 

Nonvested at December 31, 2010

    503,000   $ 0.96  

Granted

    86,000     1.60  

Vested

    (232,000 )   0.94  

Forfeited

    (16,000 )   0.95  
             

Nonvested at December 30, 2011

    341,000     1.13  
             

 

 
  Options   Weighted-
Average
Grant-Date
Fair Value
 

Nonvested at January 1, 2010

    394,000   $ 1.24  

Granted

    295,000     1.06  

Vested

    (186,000 )   1.72  

Forfeited

         
             

Nonvested at December 31, 2010

    503,000     0.96  
             

 

 
  Options   Weighted-
Average
Grant-Date
Fair Value
 

Nonvested at January 2, 2009

    218,000   $ 2.64  

Granted

    291,000     0.78  

Vested

    (96,000 )   2.87  

Forfeited

    (19,000 )   1.88  
             

Nonvested at January 1, 2010

    394,000     1.24  
             

        As of December 30, 2011, there was $274,000 of total unrecognized compensation expense related to non-vested stock options. That expense is expected to be recognized over a weighted-average period of 1.58 years. There were no options granted that were immediately vested during the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010.


AMENDED AND RESTATED 2006 EMPLOYEE STOCK PURCHASE PLAN

        The Company adopted its Amended and Restated 2006 Employee Stock Purchase Plan to allow eligible employees the right to purchase shares of common stock, at semi-annual intervals, with their accumulated payroll deductions. The plan received stockholder approval in June 2006. The Company re-submitted the plan to its stockholders for post-IPO approval at the 2007 annual stockholders' meeting where approval was obtained. A total of 300,000 shares of the Company's common stock have been reserved for issuance under the plan, with no more than 100,000 shares being issuable in any one calendar year.

        The plan has semi-annual periods beginning on each January 1 and ending on each June 30 and beginning on each July 1 and ending on each December 31. The first offering period commenced on February 10, 2007 and ended on June 30, 2007.

        Participants make contributions under the plan only by means of payroll deductions each payroll period. The accumulated contributions are applied to the purchase of shares. Shares are purchased under the plan on or as soon as practicable after, the last day of the offering period. The purchase price per share equals 95% of the fair market value of a share on the last day of such offering period.

        The Company's Amended and Restated 2006 Employee Stock Purchase Plan is a non-compensatory plan. As a result, stock-based compensation expense is not recognized in relation to this plan. As of December 30, 2011, there were 178,878 shares available for issuance under the plan.