(

)

Employee Benefits

Health Insurance Coverage

The Company contracts for health insurance coverage for employees and their dependents through

third

-party administrators. During the years ended

October

31,

2017,

2016

and

2015,

total expense of

$3,360,633,

$3,042,441

and

$3,665,320,

respectively, was incurred under the Company’s insured health care program.

401

(k) Plan

The Company maintains a

401

(k) retirement savings plan for the benefit of its eligible employees.

Substantially all of the Company’s employees who meet certain service and age requirements are eligible to participate in the plan. The Company’s plan document provides that the Company’s matching contributions are discretionary. The Company made or accrued matching contributions to the plan of

$52,524,

$29,396

and

$145,181

for the years ended

October

31,

2017,

2016

and

2015,

respectively.

Stock Incentives for Key Employees and Non-Employee Directors

Optical Cable Corporation uses stock incentives to increase the personal financial interest that key employees and non-employee Directors have in the future success of the Company, thereby aligning their interests with those of other shareholders and strengthening their desire to remain with the Company.

March

201

the Company’s shareholders approved the Optical Cable Corporation

2017

Stock Incentive Plan (the

“2017

Plan”) that was recommended for approval by the Company’s Board of Directors. The

2017

Plan reserves

500,000

new common shares of the Company for issuance under the

2017

Plan and succeeds and replaces the Optical Cable Corporation Second Amended and Restated

2011

Stock Incentive Plan (the

“2011

Plan”). As of

October 31, 2017,

there were approximately

584,000

remaining shares available for grant under the

2017

Plan.

Share-based compensation expense for employees, a consultant and non-employee members of the Company

’s Board of Directors recognized in the consolidated statements of operations for the years ended

October 31, 2017,

2016

and

2015

was

$787,100,

$800,520

and

$1,078,563,

respectively.

Restricted and Other Stock Awards

The Company has granted, and anticipates granting, from time to time, restricted stock awards to employees, subject to approval by the Compensation Committee of the Board of Directors.

The restricted stock awards granted under the

2017

Plan vest over time if certain operational performance-based criteria are met. Failure to meet the criteria required for vesting will result in a portion or all of the shares being forfeited.

The Company recognizes expense on service-based shares each quarter based on the actual number of shares vested during the quarter multiplied by the closing price of the Company

’s shares of common stock on the date of grant. The Company recognizes expense on operational performance-based shares each quarter using an estimate of the shares expected to vest multiplied by the closing price of the Company’s shares of common stock on the date of grant.

The Company recorded compensation expense related to its restricted stock awards granted to employees and a consultant totaling

$734,016,

$599,450

and

$948,190

during the fiscal years ended

October 31, 2017,

2016

and

2015,

respectively.

A summary of the status of the Company

’s nonvested shares granted to employees under the

2017

Plan as of

October 31, 2017,

and changes during the year ended

October 31, 2017,

is as follows:

Nonvested shares	Shares			Weighted- average grant date fair value
Balance at October 31, 2016		667,048		$	3.89
Granted		391,211			3.41
Vested		(108,467	)		3.85
Forfeited		(112,834	)		3.63
Balance at October 31, 2017		836,958		$	3.66

As of

October 31,

201

the estimated amount of compensation cost related to nonvested equity-based compensation awards in the form of service-based and operational performance-based shares that the Company will recognize over a

2.9

year weighted-average period is approximately

$2.3

million.

During the fiscal year

ended

October 31, 2017,

stock awards to non-employee Directors under the

2017

Plan totaling

31,380

shares were approved by the Board of Directors of the Company. During the fiscal years ended

October 31, 2016

and

2015,

stock awards to non-employee Directors under the

2011

Plan totaling

86,296

shares and

33,515

shares, respectively, were approved by the Board of Directors of the Company. The shares are part of the non-employee Directors’ annual compensation for service on the Board of Directors. The shares granted under the

2017

Plan are subject to a

one

-year vesting period. The shares granted under the

2011

Plan vested immediately upon grant, but could

not

be sold, transferred, pledged, or otherwise encumbered or disposed of until

six

months after the date of the grant. The Company recorded compensation expense equal to the number of shares multiplied by the closing price of the Company’s shares of common stock on the date of grant. The Company recorded compensation expense totaling

$53,084,

$201,070

and

$130,373

during the years ended

October 31, 2017,

2016

and

2015,

respectively.