13. Stock-Based Compensation

The 2005 Stock Incentive Plan

The 2005 Stock Incentive Plan, was a stock-based compensation plan, under which employees and directors may be granted options to purchase shares of our common stock. In June 2012, this plan has been terminated without affecting the outstanding stock options related to this plan.

Stock options were granted with exercise prices of not less than the fair market value at grant date, generally vested over one to five years and generally expired two to five years after the grant date. We settle stock option exercises with newly issued shares of common stock.

We measured compensation cost for all stock-based awards pursuant to this plan at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest. We measured the fair value of our stock based compensation awards on the date of grant.

A summary of stock option activity is as follows (in thousands, except for share amounts):


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Fair- Value	Aggregate Intrinsic Value
Outstanding at October 31, 2010		87		$	13.89
Exercised		(15	)	$	14.58

Outstanding at October 31, 2011		72		$	13.75
Exercised		(37	)	$	13.54

Outstanding at October 31, 2012		35		$	15.16
Exercised		(8	)	$	12.84

Outstanding at October 31, 2013		27		$	15.79		$	811

Exercisable at October 31, 2013		21		$	15.93		$	632

The weighted average remaining life of such outstanding options is 4.5 years and the total intrinsic value of options exercised during fiscal 2013 was $0.1 million. The weighted average remaining life of such exercisable options is 4.1 years. The fair value of shares vested during the year ended October 31, 2013, 2012, and 2011 was approximately $0.6 million, $0.3 million, and $0.7 million.

The total compensation cost for stock option grants not yet recognized as of October 31, 2013 was $0.1 million.

The 2011 Management Incentive Plan

In April 2011, our shareholders approved the Calavo Growers, Inc. 2011 Management Incentive Plan (the 2011 Plan). All directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of Calavo and its subsidiaries are eligible to receive awards under the 2011 Plan. Up to 1,500,000 shares of common stock may be issued by Calavo under the 2011 Plan. As a result of such new plan, no new awards will be made under our 2005 Stock Incentive Plan.

In April 2011, our Board of Directors approved the issuance of options to acquire a total of 60,000 shares of our common stock to our board of directors. Each non-employee director was granted 5,000 shares of options at $21.82 per share. Such grant vested over a one-year period. Vested options have a term of one year from the vesting date. The market price of our common stock at the grant date was $21.82. The estimated fair market value of such option grant was approximately $0.2 million, which has been recorded as compensation expense of $0.1 million in both fiscal 2011 and fiscal 2012.

In October 2011, our Board of Directors approved the issuance of options to acquire a total of 10,000 shares of our common stock by one member of our Board of Directors. Such grant vests in equal increments over a five-year period and has an exercise price of $21.80 per share. Vested options have a term of five years from the vesting date. The market price of our common stock at the grant date was $21.80. The estimated fair market value of such option grant was approximately $0.1 million. The total compensation cost not yet recognized as of October 31, 2013 was less than $0.1 million, which will be recognized over the remaining service period of 60 months.

In January 2013, our Board of Directors approved the issuance of options to acquire a total of 10,000 shares of our common stock by one member of our Board of Directors. Such grant vests in equal increments over a five-year period and has an exercise price of $23.48 per share. Vested options have a term of five years from the vesting date. The market price of our common stock at the grant date was $23.48. The estimated fair market value of such option grant was approximately $0.1 million. The total compensation cost not yet recognized as of October 31, 2013 was approximately $0.1 million, which will be recognized over the remaining service period of 60 months.

On January 26, 2012, all 12 of our non-employee directors were granted 1,000 restricted shares each (total of 12,000 shares). These shares have full voting rights and participate in dividends as if unrestricted. The closing price of our stock on such date was $27.68. This grant of restricted stock incurred $0.2 million in stock compensation expenses in fiscal 2012. As of January 2013, 11,000 shares vested, because such board members were still serving on the board at this time. The remaining 1,000 shares vested in May 2012 with the passing of one of our directors.

On January 28, 2013, all 12 of our non-employee directors were granted 1,000 restricted shares each (total of 12,000 shares). These shares have full voting rights and participate in dividends as if unrestricted. The closing price of our stock on such date was $24.71. This grant of restricted stock incurred $0.2 million in stock compensation expenses in fiscal 2013. As of January 2014, all shares have vested, because such board members were still serving on the board at this time.

A summary of stock option activity, related to our 2011 Management Incentive Plan, is as follows (in thousands, except for per share amounts):


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Fair-Value		Aggregate Intrinsic Value
Granted		70		$	21.82	$	4.15/share
Forfeited		(5	)	$	21.82
Outstanding at October 31, 2011		65		$	21.82

Exercised		(15	)	$	21.82
Outstanding at October 31, 2012		50		$	21.82

Granted		10		$	23.48
Exercised		(40	)	$	21.82
Outstanding at October 31, 2013		20		$	22.64			$	141

Exercisable at October 31, 2013		4		$	21.80			$	32

The weighted average remaining life of such outstanding options is 6.6 years and the total intrinsic value of options exercised during fiscal 2013 was 0.3 million. The weighted average remaining life of such exercisable options is 4.5 years. The fair value of shares vested during the year ended October 31, 2013, was less than $0.1 million.