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EQUITY PLANS | 12 Months Ended
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Dec. 27, 2013
EQUITY PLANS |
EQUITY PLANS | 9. EQUITY PLANS As of December 28, 2012, 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 $150,000, $227,000 and $201,000 for fiscal years 2013, 2012 and 2011, 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 193,500 shares of common stock reserved for issuance. Approximately 70,333 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 27, 2013, options granted, net of forfeitures and expirations, under the 2006 Plan consisted of 187,500 shares and 6,000 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. At the 2010 and 2012 annual meetings of the stockholders, the stockholders approved 350,000 and 500,000 share increases, respectively, 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 currently has 1,406,500 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 27, 2013, options granted, net of forfeitures and exercises, under the 2008 Plan consisted of 408,833 shares, 376,000 shares and 25,000 shares for incentive stock options, non-statutory stock options and restricted stock grants, 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:
|  | 2013 |  | 2012 |  | 2011
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Expected volatility |  | 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 |  | 1.31% - 1.36% |  | 0.65% - 1.09% |  | 0.88% - 2.20%
The Company's restricted stock awards are valued based on the closing price of the Company's common stock on the date of grant and typically vest over a two year period. Summary of Stock Option Activity A summary of option activity under the 2006 Plan and 2008 Plan as of December 27, 2013 and changes during the fiscal years ended December 27, 2013, December 28, 2012 and December 30, 2011 is presented below. The intrinsic value of the fully-vested options is $219,000, based on the Company's closing stock price of $4.91 on December 27, 2013.
|  | Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (Years) |
--- | --- | --- | --- | --- | --- | --- | ---
Outstanding at December 28, 2012 |  |  | 992,000 |  | $ | 3.86 |  |  | 6.95 |
Granted |  |  | 100,000 |  |  | 3.62 |  |  | 2.44 |
Exercised |  |  | (9,000 | ) |  | 1.65 |  |  | 5.67 |
Forfeited or expired |  |  | (105,000 | ) |  | — |  |  | — |
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Outstanding at December 27, 2013 |  |  | 978,000 |  | $ | 3.95 |  |  | 3.35 |
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Vested at December 27, 2013 |  |  | 796,000 |  | $ | 4.04 |  |  | 7.90 |
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Exercisable at December 27, 2013 |  |  | 796,000 |  | $ | 4.04 |  |  | 7.90 |
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|  | Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (Years) |
--- | --- | --- | --- | --- | --- | --- | ---
Outstanding at December 30, 2011 |  |  | 912,000 |  | $ | 3.94 |  |  | 7.47 |
Granted |  |  | 202,000 |  |  | 3.30 |  |  | 9.34 |
Exercised |  |  | (5,000 | ) |  | 1.81 |  |  | 6.73 |
Forfeited or expired |  |  | (117,000 | ) |  | — |  |  | — |
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Outstanding at December 28, 2012 |  |  | 992,000 |  | $ | 3.86 |  |  | 6.95 |
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Vested at December 28, 2012 |  |  | 700,000 |  | $ | 4.09 |  |  | 6.19 |
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Exercisable at December 28, 2012 |  |  | 700,000 |  | $ | 4.09 |  |  | 6.19 |
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|  | 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 | ) |  | — |  |  | — |
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Outstanding at December 30, 2011 |  |  | 912,000 |  | $ | 3.94 |  |  | 7.47 |
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Vested at December 30, 2011 |  |  | 570,000 |  | $ | 4.61 |  |  | 6.84 |
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Exercisable at December 30, 2011 |  |  | 570,000 |  | $ | 4.61 |  |  | 6.84 |
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A summary of the status of the Company's nonvested options and changes in nonvested options during the fiscal years ended December 27, 2013, December 28, 2012 and December 30, 2011, is presented below:
|  | Options |  | Weighted- Average Grant-Date Fair Value |
--- | --- | --- | --- | --- | ---
Nonvested at December 28, 2012 |  |  | 293,000 |  | $ | 1.28 |
Granted |  |  | 100,000 |  |  | 3.62 |
Vested |  |  | (143,000 | ) |  | 3.17 |
Forfeited |  |  | (43,000 | ) |  | 3.33 |
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Nonvested at December 27, 2013 |  |  | 207,000 |  |  | 3.55 |
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|  | Options |  | Weighted- Average Grant-Date Fair Value |
--- | --- | --- | --- | --- | ---
Nonvested at December 30, 2011 |  |  | 341,000 |  | $ | 1.13 |
Granted |  |  | 202,000 |  |  | 1.27 |
Vested |  |  | (212,000 | ) |  | 1.07 |
Forfeited |  |  | (38,000 | ) |  | 1.10 |
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Nonvested at December 28, 2012 |  |  | 293,000 |  |  | 1.28 |
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|  | 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 |
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Nonvested at December 30, 2011 |  |  | 341,000 |  |  | 1.13 |
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Summary of Restricted Stock Activity A summary of restricted stock activity under the 2008 Plan as of December 27, 2013 and changes during the fiscal years ended December 27, 2013, is presented below. The intrinsic value of the fully-vested options is $49,000, based on the Company's grant date price of $2.96.
|  | Restricted Stock |  | Weighted- Average Grant Date Fair Value |
--- | --- | --- | --- | --- | ---
Outstanding at December 28, 2012 |  |  | — |  | $ | — |
Granted |  |  | 25,000 |  |  | 2.96 |
Vested |  |  | — |  |  | — |
Forfeited |  |  | — |  |  | — |
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Outstanding at December 27, 2013 |  |  | 25,000 |  | $ | 2.96 |
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As of December 27, 2013, there was $200,000 and $52,000 of total unrecognized compensation expense related to non-vested stock options and restricted stock grants, respectively. That expense is expected to be recognized over a weighted-average period of 1.42 years. There were no options or restricted stock granted that were immediately vested during the fiscal years ended December 27, 2013, December 28, 2012 and December 30, 2011. 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 27, 2013, there were 92,473 shares available for issuance under the plan.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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