10STOCK-BASED COMPENSATION AND Stock Ownership Plans

The Company’s current stock ownership plans provide for issuance of options to acquire shares of Class A common stock by key executives and non-employee directors. Current plans also allow for issuance of shares of restricted stock or stock appreciation rights in lieu of options.

Under the Company’s 2010 Long-Term Stock Incentive Plan and the 2003 Non-Employee Director Stock Ownership Plan there were 843,749 shares of the Company’s Class A common stock available for grant to key executives and non-employee directors at September 28, 2012.

Stock Options

All stock options have been granted at a price not less than fair market value at the date of grant and are currently exercisable. Stock options generally have a term of 10 years.

All of the Company’s stock options outstanding are fully vested, with no further compensation expense to be recorded. There were no grants of stock options in 2012, 2011 or 2010.

A summary of stock option activity related to the Company’s plans is shown below.



	Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (Years)
Outstanding and exercisable at October 2, 2009	180,288	$	8.23
Exercised	(55,250)		7.29
Cancelled	(11,334)		9.39
Outstanding and exercisable at October 1, 2010	113,704		8.57
Exercised	(40,780)		5.79
Cancelled	(4,334)		6.28
Outstanding and exercisable at September 30, 2011	68,590		10.37
Exercised	(43,390)		7.79	$	351
Cancelled	(1,834)		7.42		26
Outstanding and exercisable at September 28, 2012	23,366		15.39		139	1.6

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price of $21.39 as of September 28, 2012, which would have been received by the option holders had those option holders exercised their stock options as of that date. The intrinsic values of the stock received upon exercise of such options at their date of exercise during 2012, 2011 and 2010 were $689, $567 and $564, respectively.

The Company received cash proceeds from stock option exercises totaling $338, $323 and $484 for the years ending September 28, 2012, September 30, 2011 and October 1, 2010, respectively.

Non-Vested Stock

All shares of non-vested stock awarded by the Company have been granted at their fair market value on the date of grant and vest either immediately or within five years after the grant date. The fair value at date of grant is based on the number of shares granted and the average of the Company’s high and low Class A common stock price on the date of grant or, if the Company’s shares did not trade on the date of grant, the average of the Company’s high and low Class A common stock price on the last preceding date on which the Company’s shares traded.

A summary of non-vested stock activity for the two year period ended September 28, 2012 related to the Company’s stock ownership plans is as follows:



		Weighted Average
	Shares	Grant Price
Non-vested stock at October 1, 2010	325,172	$	10.99
Non-vested stock grants	161,825		13.74
Non-vested stock cancelled	(4,466)		9.12
Restricted stock vested	(9,770)		15.35
Non-vested stock at September 30, 2011	472,761		11.86
Non-vested stock grants	66,312		16.02
Non-vested stock cancelled	(4,360)		9.12
Restricted stock vested	(41,165)		17.81
Non-vested stock at September 28, 2012	493,548	$	11.95

Non-vested stock grantees may elect to reimburse the Company for withholding taxes due as a result of the vesting of shares by tendering a portion of the vested shares back to the Company. Shares tendered back to the Company were 6,621 and 0 during 2012 and 2011, respectively. The fair value of restricted stock vested during 2012, 2011 and 2010 was approximately $660, $150 and $125, respectively.

Stock compensation expense, net of forfeitures, related to non-vested stock was $1,666, $1,436 and $956 during 2012, 2011 and 2010, respectively. The tax benefit recognized during 2012 related to stock based compensation was $633. There were no material tax benefits for stock based compensation recognized during 2011 and 2010. Unrecognized compensation cost related to non-vested stock as of September 28, 2012 was $2,246, which amount will be amortized to expense through November 2016 or adjusted for changes in future estimated or actual forfeitures.

Employee Stock Purchase Plan

The 2009 Employees’ Stock Purchase Plan (the “Purchase Plan”) provides for the issuance of shares of Class A common stock at a purchase price of not less than 85% of the fair market value of such shares on the date of grant or at the end of the offering period, whichever is lower.

The Company issued 10,349, 5,475 and 10,448 shares of Class A common stock under the Purchase Plan during the years 2012, 2011 and 2010, respectively, and recognized expense of $30, $16 and $24 in 2012, 2011 and 2010, respectively.