NOTE 9 — STOCK-BASED COMPENSATION PLANS

At our annual meeting of stockholders on October 29, 2014, our stockholders approved a new equity incentive plan (the “2014 Omnibus Plan”) under which awards of options and other stock-based awards may be made to employees, officers or non- employee directors of our Company. A total of 1,000,000 shares of Common Stock are authorized for grants of awards thereunder, which may be in the form of options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), performance shares, performance units, Common Stock or dividends and dividend equivalents. As of June 25, 2015, there were 916,765 shares of Common Stock that remained authorized for future grants of awards, subject to the limitations set below. The total number of shares of Common Stock with respect to which options or SARs may be granted in any calendar year to any participant may not exceed 500,000 shares (this limit applies separately with respect to each type of award). Additionally, for awards of restricted stock, RSUs, performance shares or other stock-based awards that are intended to qualify as performance-based compensation: (i) the total number of shares of Common Stock that may be granted in any calendar year to any participant may not exceed 250,000 shares (this limit applies separately to each type of award) and (ii) the maximum amount that may be paid to any participant for awards that are payable in cash or property other than Common Stock in any calendar year is $5,000. Except as set forth in the 2014 Omnibus Plan, RSUs have vesting periods of three years for awards to employees and one year for awards to non-employee members of the Board of Directors. Recipients of RSUs awards have the option to defer receipt of vested shares until a specified later date, typically soon after separation from the Company. The exercise price of stock options is determined as set forth in the 2014 Omnibus Plan by the Compensation Committee of our Board of Directors, and has to be at least the fair market value of the Common Stock on the date of grant. Except as set forth in the 2014 Omnibus Plan, stock options expire upon termination of employment or directorship, as applicable. Stock options granted under the 2014 Omnibus Plan are exercisable 25% annually commencing on the first anniversary date of grant and became fully exercisable on the fourth anniversary date of grant. Options generally will expire no later than ten years after the date on which they were granted. We issue new shares of Common Stock upon exercise of stock options.

The 2014 Omnibus Plan replaced a stock option plan approved at our annual meeting of stockholders on October 30, 2008 (the “2008 Equity Incentive Plan”) pursuant to which awards of options and stock-based awards could be made to members of the Board of Directors, employees and other individuals providing services to the Company. A total of 1,000,000 shares of Common Stock were authorized for grants of awards under the 2008 Equity Incentive Plan, which could be in the form of options, restricted stock, RSUs, SARs, Common Stock or dividends and dividend equivalents. A maximum of 500,000 of the 1,000,000 shares of Common Stock authorized under the 2008 Equity Incentive Plan could be used for grants of Common Stock, restricted stock and RSUs. Additionally, awards of options or SARs were limited to 100,000 shares annually to any single individual, and awards of Common Stock, restricted stock or RSUs were limited to 50,000 shares annually to any single individual. All RSUs granted under the 2008 Equity Incentive Plan had vesting periods of three years for awards to employees and one year for awards to non-employee members of the Board of Directors. Recipients of RSUs had the option to defer receipt of vested shares until a specified later date, typically soon after separation from the Company. The exercise price of stock options was determined as set forth in the 2008 Equity Incentive Plan by the Compensation Committee of our Board of Directors, and had to be at least the fair market value of the Common Stock on the date of grant. Except as set forth in the 2008 Equity Incentive Plan, options expired upon termination of employment or directorship, as applicable. The options granted under the 2008 Equity Incentive Plan were exercisable 25% annually commencing on the first anniversary date of grant and became fully exercisable on the fourth anniversary date of grant. Options generally will expire no later than ten years after the date on which they were granted.

We determine the fair value of stock option awards using the Black-Scholes option-pricing model. There were no options granted in fiscal 2015 or fiscal 2014. The following weighted-average assumptions were used to determine the fair value of options granted during fiscal 2013:


	June 27, 2013
Risk-free interest rate		0.9	%
Expected dividend yield		0.0	%
Expected volatility		42.3	%
Expected life (years)		6.3

The expected term of the awards was determined using the “simplified method” as stated in SEC Staff Accounting Bulletin No. 107 that utilizes the following formula: ((vesting term + original contract term)/2). Expected stock volatility was determined based on historical volatility for the 6.25 year-period preceding the measurement date. The risk-free rate was based on the yield curve in effect at the time the options were granted, using U.S. treasury constant maturities over the expected life of the option. Expected forfeitures were determined based upon our expectations and past experiences. Expected dividend yield was based on our dividend practices at the time the options were granted.

The following is a summary of stock option activity for the year ended June 25, 2015:


	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Outstanding at June 26, 2014		63,500		$	13.98
Granted		—			—
Exercised		(38,500	)		16.70
Forfeited		—			—

Outstanding at June 25, 2015		25,000		$	9.80		2.36	$	1,115

Exercisable at June 25, 2015		24,125		$	9.60		2.18	$	1,081

The number of stock options vested, and expected to vest in the future, as of June 25, 2015, is not significantly different from the number of stock options outstanding at June 25, 2015, as stated above. All options granted during fiscal 2013 were at exercise prices equal to the market price of Common Stock at the grant date.

The following table summarizes the weighted-average grant-date fair value of option awards granted, the total intrinsic value of all options exercised and the total cash received from the exercise of options for the last three fiscal years:


	Year ended June 25, 2015		Year ended June 26, 2014		Year ended June 27, 2013
Weighted-average grant date fair value of options granted	$	—	$	—	$	5.77
Total intrinsic value of options exercised	$	781	$	602	$	535
Total cash received from exercise of options	$	643	$	616	$	1,219

There was an immaterial change in non-vested stock options during fiscal 2015.

Exercise prices for options outstanding as of June 25, 2015 ranged from $7.95 to $18.03 and may be separated into two ranges, as shown below:


	Option Price Per Share Range
	$7.95		$8.71 - $18.03
Number of options		12,000		13,000
Weighted-average exercise price	$	7.95	$	11.52
Weighted-average remaining life in years		2.4		2.3
Number of options exercisable		12,000		12,125
Weighted-average exercise price for exercisable options	$	7.95	$	11.23

RSUs granted to employees and outside directors generally vest over a three-year and one-year period, respectively. The fair value of restricted stock awards is generally determined based on the market price of our Common Stock on the date of grant.

The following is a summary of restricted stock unit activity for the year ended June 25, 2015:


Restricted Stock Units	Shares			Weighted- Average Grant-Date Fair Value
Outstanding at June 26, 2014		201,308		$	16.23
Granted		83,505			33.95
Vested		(55,875	)		11.00
Forfeited		(270	)		32.52

Outstanding at June 25, 2015		228,668		$	23.96

At June 25, 2015 there were 51,439 RSUs outstanding that were vested but deferred. At June 26, 2014 there were 40,098 RSUs outstanding that were vested but deferred. The non-vested RSUs at June 25, 2015 will vest over a weighted-average period of 1.3 years.

The following table summarizes compensation cost charged to earnings for all equity compensation plans and the total income tax benefit recognized for the last three fiscal years:


	Year ended June 25, 2015		Year ended June 26, 2014		Year ended June 27, 2013
Compensation cost charged to earnings	$	1,952	$	1,105	$	905
Income tax benefit recognized		814		512		202

At June 25, 2015, there was $2,471 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under our stock-based compensation plans. We expect to recognize that cost over a weighted-average period of 1.3 years.