4 Stock-Based Compensation and Stock Ownership Plans

The Company’s current stock ownership plans allow 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 stock options.

Under the Company’s 2010 Long-Term Stock Incentive Plan (“the 2010 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 March 30, 2012.

Stock Options

All stock options have been granted at a price not less than fair market value at the date of grant and become exercisable over periods of one to three years from the date of grant. 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 during the three and six month periods ended March 30, 2012 or April 1, 2011.

A summary of stock option activity during year-to-date fiscal 2012 related to the Company’s stock ownership plans is shown below.


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding and exercisable at September 30, 2011	68,590	$	10.37	1.1	$	397
Granted	-		-	-		-
Exercised	(43,390)		7.79	-		351
Cancelled	(1,834)		7.42	-		21
Outstanding and exercisable at March 30, 2012	23,366	$	15.39	2.1	$	86

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price of $19.10 as of March 30, 2012, which would have been received by the option holders had those option holders exercised their stock options as of that date.

The Company received cash proceeds from stock option exercises totaling $338 and $203 for the six month periods ending March 30, 2012 and April 1, 2011, 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 in three to five years after the grant date.

The Company granted 9,570 shares of non-vested stock with a total grant date fair value of $150 during the three month period ended March 30, 2012 and 9,770 shares with a total value of $150 during the three month period ended April 1, 2011. Grants of non-vested stock were 66,312 shares and 122,557 shares with a total value of $1,062 and $1,624 for the six month periods ended March 30, 2012 and April 1, 2011, respectively. 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.

Stock compensation expense, net of forfeitures, related to non-vested stock was $544 and $497 during the three month periods ended March 30, 2012 and April 1, 2011, respectively, and $920 and $720 for the six month periods ended March 30, 2012 and April 1, 2011, respectively. The intrinsic value of shares vesting was $150 during the three month periods ending March 30, 2012 and April 1, 2011, respectively. The intrinsic value of shares vesting was $636 and $150 during the six month periods ending March 30, 2012 and April 1, 2011, respectively. There were no shares of non-vested restricted stock forfeited during the three month periods ending March 30, 2012 and April 1, 2011 or the six month period ending March 30, 2012. There were 4,466 shares of non-vested stock forfeited during the six month period ending April 1, 2011.

Non-vested stock issued and outstanding as of March 30, 2012 and April 1, 2011 totaled 499,254 and 433,493 shares, having a gross unamortized value of $3,032 and $3,009, respectively, which amount will be amortized to expense through November 2016 or adjusted for changes in future estimated or actual forfeitures.

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 6,105 during the three and six month periods ended March 30, 2012. No shares were tendered back to the Company during the three or six month periods ended April 1, 2011.

A summary of non-vested stock activity for the six months ended March 30, 2012 related to the Company’s stock ownership plans is as follows:


		Weighted Average
	Shares	Grant Price
Non-vested stock at September 30, 2011	472,761	$	11.86
Non-vested stock grants	66,312		16.02
Restricted stock vested	(39,819)		17.78
Non-vested stock at March 30, 2012	499,254	$	11.94

Employees’ Stock Purchase Plan

The Company’s shareholders have adopted the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan which 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 under the plan, whichever is lower. The Company did not issue any shares under the Employees’ Stock Purchase Plan and no expense was recognized during the three and six month periods ended March 30, 2012 and April 1, 2011.