COMMON STOCK AND STOCK-BASED COMPENSATION

The following table sets forth the changes in the number of issued shares of common stock during the six-month periods presented:



	Six Months Ended
	October 29, 2011	October 30, 2010
Balance at the beginning of the period	38,312,243	38,149,946
Options exercised	21,975	1,350
Restricted stock awards vested	28,860	24,000
Balance at the end of the period	38,363,078	38,175,296

On July 29, 2011 and October 28, 2011, we paid a quarterly dividend of $2,589 and $2,591, respectively.

Stock Options Granted Under the 2010 Stock Plan

In July 2011, the Compensation Committee approved the grant of options to purchase 128,000 shares of our common stock to our executive officers. The stock options have a ten-year term and will vest 33.3% each year over a three-year period. The exercise price is the closing price on the date granted.

The following tables summarize the stock option activity and related information for the stock options granted under the 2010 Stock Plan for the six months ended October 29, 2011:



	Summary of Option Activity
	Shares	Wtd. Avg. Exercise Price
Outstanding at April 30, 2011	128,000	$	9.24
Granted	128,000	10.70
Exercised	—	—
Cancelled	—	—
Outstanding at October 29, 2011	256,000	$	9.97



Options Outstanding at October 29, 2011
Exercise Price		Shares	Avg. Remaining Life (Years)
$	9.24	128,000	9.0
$	10.70	128,000	9.7

The options outstanding had an intrinsic value of $55 at October 29, 2011. The intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the second quarter of fiscal 2012 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on October 29, 2011.

We estimated the fair value of our employee stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions:



	Fiscal 2011			Fiscal 2012
	Awards			Awards
Average expected volatility	85.83		%	52.76		%
Average risk-free interest rate	0.60		%	0.63		%
Dividend yield	3.49		%	2.66		%
Expected life of options	7.03 years			7.03 years
Weighted-average grant-date fair value	$	5.19		$	4.27

We recognized pre-tax compensation expense for stock options granted under the 2010 Stock Plan of $141 for the three months ended October 29, 2011 and $29 for the three months ended October 30, 2010. In addition, we recognized pre-tax compensation expense for these options of $250 for the six months ended October 29, 2011 and $29 for the six months ended October 30, 2010. We record the compensation expense related to the stock options in the selling and administrative section of our condensed consolidated statements of operations.

Restricted Stock Awards and Restricted Stock Units Granted Under the 2010 Stock Plan

Our Compensation Committee awarded 100,000 shares of common stock subject to performance-based restricted stock awards ("RSAs") to certain non-executive members of management during the second quarter of fiscal 2012. The performance measure will be the Company's internal enterprise value at the end of fiscal 2015. The internal enterprise value shall equal the product of (i) fiscal 2015 EBITDA and (ii) 7.5 (the historic multiple of EBITDA), subject to an adjustment for cash, short-term investments, debt, preferred stock, certain equity issuances, certain acquisitions and the changes in the dividend rate. The restricted stock awards will vest, i.e., the restrictions will lapse, one-third by the end of fiscal 2015, one-third as of the end of fiscal 2016 and the final one-third as of the end of fiscal 2017, based on the enterprise value as of the end of fiscal 2015 to the extent the performance goals have been achieved and provided the employee remains employed. The remaining shares will be forfeited.

Our Compensation Committee awarded 640,000 shares of common stock subject to performance-based restricted stock awards to certain members of management during the third quarter of fiscal 2011. The performance measure will be the Company's internal enterprise value at the end of fiscal 2015. The internal enterprise value shall equal the product of (i) fiscal 2015 EBITDA and (ii) 7.5 (the historic multiple of EBITDA), subject to an adjustment for cash, short-term investments, debt, preferred stock, certain equity issuances, certain acquisitions and the changes in the dividend rate. The restricted stock awards will vest, i.e., the restrictions will lapse, at the end of the performance period to the extent the performance goals have been achieved. The remaining shares will be forfeited.

Our Compensation Committee awarded 320,000 shares of common stock subject to time-based restricted stock units, ("RSUs") to certain members of management during the third quarter of fiscal 2011. The restricted stock units will vest 20% each year on the last day of our fiscal year and be 100% vested on the last day of fiscal 2015 provided the executive remains employed.

The following table summarizes the RSA and RSU activity for the six months ended October 29, 2011 for the RSA's and RSU's granted under the 2010 Stock Plan:



	RSA Shares	RSU Shares
Unvested and unissued at April 30, 2011	640,000	320,000
Awarded	100,000	—
Vested	—	(64,000	)
Forfeited and Cancelled	—	—
Unvested and unissued at October 29, 2011	740,000	256,000



			Weighted Average Value		Probable Unearned Compensation Expense at		Target Unearned Compensation Expense at
Grant Fiscal Year	Number of Shares	Vesting Period	Weighted Average Value		October 29, 2011		October 29, 2011
2011	640,000	5-year cliff, performance based	$	9.70	$	4,495	$	4,495
2011	320,000	5-year, equal annual installments	9.70		1,402		N/A
2012	100,000	One-third per year, beginning in fiscal 2015, performance based	8.10		726		726

We recognized pre-tax compensation expense for RSAs and RSUs issued under the 2010 Stock Plan of $576 and zero for the three months ended October 29, 2011 and October 30, 2010, respectively. In addition, we recognized pre-tax compensation expense for these RSAs of $1,125 and zero for the six months ended October 29, 2011 and October 30, 2010, respectively. We record the expense in the selling and administrative section of our condensed consolidated statements of operations.

Stock Options Granted Under the 2007 Stock Plan

In September 2011, our Compensation Committee awarded options to purchase 42,500 shares of our common stock to some non-executive members of the management team that vest one-third per year on each anniversary of the date of the grant. The stock options awarded under the 2007 Stock Plan have a ten-year term. The exercise price is the closing price on the date granted.

The following tables summarize the stock option activity and related information for the stock options granted under the 2007 Stock Plan for the six months ended months ended October 29, 2011:



	Summary of Option Activity
		Wtd. Avg.
	Shares	Exercise Price
Outstanding at April 30, 2011	720,500	$	5.77
Granted	42,500	8.10
Exercised	—	—
Cancelled	—	—
Outstanding at October 29, 2011	763,000	$	5.90



Options Outstanding at October 29, 2011
			Avg.
			Remaining
Exercise Price		Shares	Life (Years)
$	2.72	285,000	7.4
$	6.46	275,000	7.7
$	8.13	35,500	8.1
$	10.55	125,000	8.7
$	8.10	42,500	9.9
$	5.90	763,000

The options outstanding had an intrinsic value of $2,985 at October 29, 2011.

We estimated the fair value of our employee stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions:



	Fiscal 2009			Fiscal 2010			Fiscal 2011			Fiscal 2012
	Awards			Awards			Awards			Awards
Average expected volatility	69.58		%	86.88		%	85.59		%	63.55		%
Average risk-free interest rate	1.39		%	1.43		%	1.09		%	0.35		%
Dividend yield	2.26		%	2.77		%	3.63		%	2.84		%
Expected life of options	6.87 years			6.87 years			7.03 years			7.03 years
Weighted-average grant-date fair value	$	1.46		$	4.02		$	5.88		$	3.75

We recognized pre-tax compensation expense for stock options granted under the 2007 Stock Plan of $132 and $169 for the three months ended October 29, 2011 and October 30, 2010, respectively. In addition, we recognized pre-tax compensation expense for these options of $275 and $236 for the six months ended October 29, 2011 and October 30, 2010, respectively. We record the compensation expense related to the stock options in the selling and administrative section of our condensed consolidated statement of operations.

Restricted Stock Awards Granted Under the 2007 Stock Plan

In April 2007, 225,000 shares of common stock subject to performance-based Restricted Stock Awards ("RSAs") granted to our CEO in fiscal 2006 and 2007 were converted to Restricted Stock Units (RSUs). The RSUs were subject to the same vesting schedule and other major provisions of the RSAs they replaced, except the shares for stock underlying the RSUs will not be issued and delivered until the earlier of: (1) thirty days after the CEO’s date of termination of employment with the Company and all of its subsidiaries and affiliates; or (2) the last day of our fiscal year in which the payment of common stock in satisfaction of the RSUs becomes deductible to the Company under Section 162(m) of the Internal Revenue Code. The RSUs are not entitled to voting rights or the payment of dividends. The RSU’s are fully vested as of October 29, 2011. As of October 29, 2011, no shares have been delivered pursuant to the RSUs.

At the beginning of fiscal 2012, there were no RSAs outstanding related to the 2007 Stock Plan. During the first quarter of fiscal 2012, we awarded 28,860 restricted shares to our independent directors, all of which vested immediately upon grant.

There was no pre-tax compensation expense for RSAs issued under the 2007 Stock Plan for both the three months ended October 29, 2011 and October 30, 2010. In addition, we recognized pre-tax compensation expense for these RSAs of $309 and $298 for the six months ended October 29, 2011 and October 30, 2010, respectively. We record the expense in the selling and administrative section of our condensed consolidated statement of operations.

Stock Options Granted Under the 2000 and 2004 Stock Plans

Options to purchase 259,537 shares of our common stock were granted in previous years under the 2000 and 2004 Stock Plans and are outstanding and exercisable as of October 29, 2011. There was no remaining compensation expense related to these options in the first half of fiscal 2012 and the first half of fiscal 2011.

The following tables summarize the stock option activity and related information for the stock options outstanding under the 2000 and 2004 Stock Plans for the six months ended October 29, 2011:



	Summary of Option Activity
			Wtd. Avg.
	Shares		Exercise Price
Outstanding at April 30, 2011	282,767		$	10.82
Exercised	(21,975	)	9.02
Forfeited and Expired	(1,255	)	11.44
Outstanding at October 29, 2011	259,537		$	10.97



Options Outstanding and Exercisable at October 29, 2011
		Wtd. Avg.		Avg.
Range of		Exercise		Remaining
Exercise Prices	Shares	Price		Life (Years)
$9.03 - $11.44	259,537	$	10.97	1.1

The options outstanding had no intrinsic value at October 29, 2011.