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, restricted stock units or stock appreciation rights in lieu of options.

Under the Company’s 2010 Long-Term Stock Incentive Plan and the 2012 Non-Employee Director Stock Ownership Plan there were 764,058 shares of the Company’s Class A common stock available for grant to key executives and non-employee directors at September 27, 2013. Shares issued pursuant to the exercise of stock options or grants of restricted stock are typically issued first out of treasury stock to the extent that treasury shares are available.

The Company recognized tax benefits from the exercise of stock options and vesting of restricted stock of $572, $594 and $0 for 2013, 2012 and 2011, respectively. These amounts were recorded as increases in additional paid-in capital on the consolidated balance sheets and as cash from financing activities on the consolidated statements of cash flows.

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 2013, 2012 or 2011.

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 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
Cancelled	(1,834)		7.42
Outstanding and exercisable at September 28, 2012	23,366		15.39
Exercised	(8,300)		10.36
Outstanding and exercisable at September 27, 2013	15,066		18.16	$	129	1.3

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price of $26.60 as of September 27, 2013, 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 2013, 2012 and 2011 were $171, $689 and $567, respectively.

The Company received cash proceeds from stock option exercises totaling $86, $338 and $323 for the years ending September 27, 2013, September 28, 2012 and September 30, 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 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 27, 2013 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
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 grants	70,545		20.66
Restricted stock vested	(177,684)		11.43
Non-vested stock at September 27, 2013	386,409	$	13.78

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 43,464 and 6,621 during 2013 and 2012, respectively. The fair value of restricted stock vested during 2013, 2012 and 2011 was approximately $3,607, $660 and $150, respectively. The weighted average grant date fair value for non-vested stock issued in 2011 was $13.74.

Stock compensation expense, net of forfeitures, related to non-vested stock was $1,400, $1,666 and $1,436 during 2013, 2012 and 2011, respectively. The tax benefit recognized during 2013 and 2012 related to stock based compensation was $532 and $633. There were no material tax benefits for stock based compensation recognized during 2011. Unrecognized compensation cost related to non-vested stock as of September 27, 2013 was $2,303, which amount will be amortized to expense through November 2016 or adjusted for changes in future estimated or actual forfeitures.

Restricted Stock Units

All restricted stock units awarded by the Company have been granted at their fair market value on the date of grant and vest on the one year anniversary of the grant date. The fair value at date of grant is based on the number of units 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 trading price on the last preceding date on which the Company’s shares traded.

The Company issued 6,600 restricted stock units at a weighted average grant fair value of $22.73 for the year ended September 27, 2013. No restricted stock units were granted in 2012 or 2011.

Stock compensation expense, net of forfeitures, related to restricted stock units was $88 for the year ended September 27, 2013. There was no stock compensation expense related to the issuance of restricted stock units during 2012 or 2011. Unrecognized compensation cost related to non-vested restricted stock units as of September 27, 2013 was $63, which amount will be amortized to expense through February 2014 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 9,562, 10,349 and 5,475 shares of Class A common stock under the Purchase Plan during the years 2013, 2012 and 2011, respectively, and recognized expense of $41, $30 and $16 in 2013, 2012 and 2011, respectively.