(9) PERFORMANCE SHARES, STOCK OPTIONS, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES

Stock-based Compensation

Effective May 5, 2015, we adopted a 2015 Equity Plan (the “2015 Plan”), pursuant to which we may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and other stock and cash awards to eligible participants. We also maintain an Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”). Together, the 2015 Plan and 2005 Plan are referred to herein as the “Plans.” Under the 2015 Plan, an aggregate of 330,926 shares of our Company’s common stock remained unreserved and available for issuance at January 3, 2016. The 2005 Plan prohibits the granting of incentives after May 12, 2015. Nonetheless, the 2005 Stock Incentive Plan will remain in effect until all outstanding incentives granted thereunder have either been satisfied or terminated.

We recognized stock-based compensation expense in our consolidated statements of operations for the years ended 2015, 2014, and 2013, respectively, as follows:

		For the Years Ended
			January 3,		December 28,		December 29,
(in thousands)			2016		2014		2013
Performance Share Programs:
	2011 Program⁽¹⁾⁽³⁾		---		(55)		205
	2012 Program⁽¹⁾⁽⁴⁾		---		(761)		297
	2013 Program^{(2)(5)(6)(7)(8)}		(169)		(412)		582
Performance Shares and
	Performance Stock Units	$	(169)	$	(1,228)	$	1,084
Stock Options			459		371		---
Restricted Stock and
	Restricted Stock Units ⁽⁸⁾		---		(73)		405
Director Shares⁽⁹⁾			60		47		117
		$	350	$	(883)	$	1,606

⁽¹⁾The 2011 and 2012 Program's consisted entirely of performance shares.
⁽²⁾The 2013 Program consisted of performance shares and performance stock units.
⁽³⁾Includes the recapture of previously recorded stock-based compensation of approximately $55,000 due to the departure of employees for the year ended December 28, 2014.
⁽⁴⁾Includes the recapture of previously recorded stock-based compensation of approximately $761,000 due to the departure of employees and the failure to achieve performance targets for the year ended December 28, 2014.
⁽⁵⁾Includes the recapture of previously recorded stock-based compensation related to performance shares of approximately $458,000 and performance stock units of approximately $135,000 due to the departure of employees for the year ended December 28, 2014.
⁽⁶⁾Includes the recapture of previously recorded stock-based compensation related to performance shares of approximately $131,000 and performance stock units of approximately $38,000 due to the failure to achieve threshold performance levels for the program as of January 3, 2016.
⁽⁷⁾Includes a mark-to-market adjustment related to performance stock units of approximately $22,000 for the year ended December 28, 2014.
⁽⁸⁾Includes the recapture of previously recorded stock-based compensation of approximately $128,000 due to the February 2014 departure of our former CEO for the year ended December 28, 2014.
⁽⁹⁾Includes the recapture of previously recorded stock-based compensation of approximately $20,000 due to the February 2014 departure of our former CEO for the year ended December 28, 2014.

Performance Shares and Performance Stock Units

No shares were issued during fiscal 2015 related to performance share programs. During the first quarter of fiscal 2014, we issued 86,519 shares upon satisfaction of conditions under the 2011 performance share program, representing the achievement of approximately 86.7% of the target payout for this program. Recipients elected to forfeit 30,518 of those shares to satisfy tax withholding obligations, resulting in a net issuance of 56,001 shares.

For fiscal 2011 and 2012, performance under the Company’s performance share programs was measured by comparing actual earnings per share to a target earnings per share amount. For fiscal 2013, performance under the Company’s performance share and performance stock unit programs were measured by using Adjusted EBITDA. For these purposes, “Adjusted EBITDA” was defined as income from operations of the Company, plus depreciation, and amortization, non-cash adjustments (such as asset impairment, lease termination and other closing costs) and other non-cash items as approved by the Company’s Compensation Committee. Adjusted EBITDA was subject to adjustment by the Compensation Committee in its sole discretion for non-cash items. The Compensation Committee did not implement an equity incentive program for fiscal 2014. For fiscal 2015 the Compensation Committee implemented an Incentive Stock Option program for employees.

We recognize compensation cost for performance share awards and incentive stock option awards over the requisite service period (i.e. fixed treatment) based on their fair value, which is the closing stock price at the date of grant. Participants in each performance share program are entitled to receive a number of shares of our common stock (“Performance Shares”) based upon the extent to which we achieve the cumulative total of the earnings per share or Adjusted EBITDA goals established by our Compensation Committee for each fiscal year within a three-year performance period (the “Cumulative Adjusted EBITDA Goal”). Receipt of any performance shares is contingent upon us achieving a specified minimum percentage of the Cumulative Adjusted EBITDA Goal (as applicable).

We recognize compensation cost for performance stock unit awards over the requisite service period based on their initial fair value, which is the closing stock price at the date of grant. This award is adjusted to fair value based on the closing stock price at the end of each fiscal quarter. Recipients of performance stock unit awards are entitled to receive a cash payout based on a number of our stock units awarded (“Performance Stock Unit”) to the extent we achieve the Cumulative Adjusted EBITDA Goal, and the market value of our common stock.

At January 3, 2016, the following performance share programs were in progress:

		Target No. of	Estimated Payout of	Minimum	Maximum
		Performance Shares and	Performance Shares and	Cumulative	Payout
Award		Performance Stock Units	Performance Stock Units	Earnings	(as a percent of
Date	Program	(Originally Granted)⁽¹⁾	(at January 3, 2016)⁽²⁾	Goal	target number)
1/8/2013	2013 Program⁽⁴⁾	25,300	---⁽³⁾	*	100.0%⁽⁵⁾


^*Varies
⁽¹⁾Assumes achievement of 100% of the applicable Cumulative EPS Goal or Adjusted EBITDA Goal.
⁽²⁾Net of employee forfeitures.
⁽³⁾No payout will occur as the applicable Cumulative Adjusted EBITDA Goal was not attained.
⁽⁴⁾This program consists of 15,320 performance shares and 1,480 performance stock units originally granted.
⁽⁵⁾The participants’ rights to receive Performance Shares or Performance Stock Units are contingent on the Company achieving Cumulative Adjusted EBITDA for fiscal 2013-2015 that are equal to at least the sum of the amounts achieved by the Company during fiscal 2012-2014 (as adjusted by the Compensation Committee, if applicable). If the Company achieves this threshold, then participants will be entitled to receive a percentage of their “Target” number of Performance Shares and Performance Stock Units equal to the percentage of the Adjusted EBITDA Goal achieved by the Company, up to 100%.

		Fiscal Years
		2015		2014		2013
(in thousands)
Stock-based compensation^{(1)(2)(3)(4)(5)}	$	60	$	47	$	117
Stock option compensation^(6)(7)(8)		69		155		-
Cash compensation		201		358		435

Total Board of Directors' compensation	$	330	$	560	$	552

⁽¹⁾On May 5, 2009, and September 29, 2009 one-time 25,000 share restricted stock awards were granted to Lisa A. Kro and Wallace B. Doolin, respectively, upon joining the Board of Directors. The grants to Ms. Kro and Mr. Doolin had grant date fair values of $168,000 and $150,000, respectively. As of December 28, 2014, the awards had vested with respect to all of Ms. Kro's and Mr. Doolin's shares, with the exception of 5,000 of Mr. Doolin's that were canceled upon his resignation from the Board of Directors. As a result, the year ended December 28, 2014 includes the recapture of previously recorded stock-based compensation of approximately $15,000.
⁽²⁾On August 2, 2011, a one-time 15,000 share restricted stock award was granted to John F. Gilbert III, upon assuming his new position on the Board of Directors. The grant to Mr. Gilbert had a grant date fair value of $154,000. Subsequent to the end of fiscal 2013, Mr. Gilbert resigned from the Board of Directors and all unvested restricted shares have been forfeited and returned to the company.
⁽³⁾On April 30, 2013, a one-time 13,575 share restricted stock award was granted to Patrick Walsh, upon joining the Board of Directors. The grant to Mr. Walsh had a grant date fair value of $150,000 and will vest ratably over a period of five years which began on the commencement date of his board service.
⁽⁴⁾On November 27, 2013, a one-time 7,640 share restricted stock award was granted to Adam Wright, upon joining the Board of Directors. The grant to Mr. Wright had a grant date fair value of $150,000 and will vest ratably over a period of five years which began on the commencement date of his board service.
⁽⁵⁾Includes the recapture of previously recorded stock-based compensation of approximately $20,000 due to the forfeiture of unvested restricted stock upon the February 2014 resignation of our former CEO, which restricted stock had been awarded as director compensation
⁽⁶⁾On January 10, 2014, a one-time 20,000 stock option award was granted to Edward H. Rensi upon joining the Board of Directors. The grant to Mr. Rensi vested in five equal installments commencing on the first anniversary of the grant date, of which 16,000 were unvested and forfeited upon his departure of June 18, 2015.
⁽⁷⁾On May 22, 2014, one-time 20,000 stock option awards were granted to each of Brett D. Heffes and Jonathon Lennon upon their joining the Board of Directors. The grants to Mr. Heffes and Mr. Lennon vest in five equal annual installments commencing on the first anniversary of the grant date and expire ten years from the same date. Mr. Heffes awards were forfeited upon his resignation from the Board of Directors on July 13, 2015.
⁽⁸⁾On July 28, 2014, a one-time 27,500 stock option award was granted to David J. Mastrocola upon joining the Board of Directors. This award was forfeited upon his resignation from the Board of Directors effective July 14, 2015.

Stock Options

On February 10, 2014, Edward H. Rensi was named Interim Chief Executive Officer by the Company’s Board of Directors. Pursuant to the agreement governing Mr. Rensi’s employment, the Company granted him five-year, 25,000 share stock option. These options vested in two equal installments of 12,500 shares of February 10, 2014 and February 10, 2015. The compensation expense for this grant will be recognized under general and administrative expense in our consolidated statements of operations through the applicable service period. The option will expire one year following Mr. Rensi’s resignation as a director of the Company on July 11, 2015.

On January 15, 2015, Edward H. Rensi was granted 75,000 stock options. These options were forfeited upon his resignation from the position of Chief Executive Officer on June 18, 2015.

On June 2, 2014, Richard A. Pawlowski was named Chief Financial Officer by the Company’s Board of Directors. Pursuant to the agreement governing Mr. Pawlowski’s employment, the Company granted 78,000 stock options. These options will vest in equal annual installments over a period of three years and expire five years from the grant date. The compensation expense for this grant will be recognized under general and administrative expense in our consolidated statements of operations through the applicable service period.

Effective July 11, 2015, July 13, 2015 and July 15, 2015, Edward H. Rensi, Brett D. Heffes and David Mastrocola, respectively, resigned as members of the Board of Directors, forfeiting any unvested options previously granted to them.

On August 31, 2015, Abelardo Ruiz became the Company’s Chief Operating Officer. Pursuant to the agreement governing Mr. Ruiz’s employment, the Company granted 71,324 stock options. These options will vest in equal monthly installments over a period of four years and expire five years from the grant date. The compensation expense for this grant will be recognized under general and administrative expense in our consolidated statements of operations through the applicable service period.

Effective January 1, 2016, Adam J. Wright was appointed the Company’s Chief Executive Officer, removing his prior interim title. Pursuant to the agreement governing Mr. Wright’s employment, the Company granted 50,000 stock options. These options will vest in equal monthly installments over a period of two years and expire ten years from the grant date. The compensation expense for this grant will be recognized under general and administrative expense in our consolidated statements of operations through the applicable service period

Other options granted to certain non-officer employees vest in equal annual installments over a period of four years and expire five years from the grant date. Compensation expense equal to the grant date fair value is generally recognized for these awards over the vesting period.

Options granted to certain non-employees in exchange for future services vest in monthly installments over a period of approximately two years and expire five years from the grant date. Expense equal to the current fair value is recognized over the vesting period, with the value being marked to market in each accounting period for any unvested portions of the awards.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation method with the assumptions noted in the table below. Due to a lack of recent historical share option exercise experience, the Company uses a simplified method for estimating the expected life, as outlined in Accounting Standards Codification 718, calculated using the following formula: (vesting term + original contract term)/2. Expected volatilities are based on the movement of the Company’s common stock over the most recent historical period equivalent to the expected life of the option. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. maturities over the expected life at the time of grant.

Information regarding our Company’s stock options is summarized below:

(number of options in thousands)		Number of Options	Weighted Average Exercise Price
		Number of Options	Weighted Average Exercise Price
Options outstanding at December 30, 2012		102	$	6.80
	Exercised⁽¹⁾	(54)		5.92
Options outstanding at December 29, 2013		48		7.77
	Granted	191		28.11
	Exercised⁽²⁾	(43)		7.40
Options outstanding at December 28, 2014		196		27.67
	Granted	465		15.75
	Canceled, forfeited or expired	(154)		28.07
Options outstanding at January 3, 2016		507	$	16.66

Options Exercisable at December 29, 2013		48	$	7.77
Options Exercisable at December 28, 2014		18	$	17.39
Options Exercisable at January 3, 2016		77	$	21.48


⁽¹⁾In 2013, option holders elected to forfeit approximately 23,000 shares to satisfy the strike price and tax withholding obligations, resulting in a net issuance of approximately 31,000 shares.
⁽²⁾In 2014, option holders elected to forfeit approximately 18,000 shares to satisfy the strike price and tax withholding obligations, resulting in a net issuance of approximately 25,000 shares.
⁽³⁾In 2015, no stock options were exercised.


The following are weighted-average values and assumptions for valuing grants made during fiscal 2015:
Weighted-average fair value of options granted during the year			$	4.90
Expected life (in years)				3.3
Expected stock volatility				51.2	%
Risk-free interest rate				1.9	%

As of January 3, 2016, there was $1.4 million of total unrecognized compensation cost related to
stock option arrangements granted under the Company's stock option plan. The cost is expected to be
recognized over a weighted average period of 2.5 years.

The aggregate intrinsic value of options (the amount by which the market price of the stock on the date of exercise exceeds the exercise price of the option) exercised during fiscal 2015 was approximately $0. As of January 3, 2016, the aggregate intrinsic value of options outstanding and exercisable was approximately $0.

Restricted Stock Units

On September 11, 2008, the Company made a grant of 25,000 restricted stock units to the Company’s Chief Financial Officer, Diana Purcel, for a grant date fair value of $227,000. These restricted stock units vested in three equal installments on the three, four and five year anniversaries of the grant. Upon the termination of her employment the restricted stock units became issued and outstanding shares six months following her separation from service. The compensation expense for this grant was recognized in equal quarterly installments as general and administrative expense in our consolidated statements of operations through the applicable service period which was completed in the third quarter of fiscal 2013. Ms. Purcel’s employment with the Company terminated effective July 1, 2014.

Employees forfeited 8,622 and 24,685 shares of restricted stock units during fiscal 2015 and 2014, at a price of $25.05 and $26.59 per share, respectively, to cover withholding taxes that were due from the employees at the time that the applicable forfeiture restrictions lapsed.

Common Share Repurchases

On May 1, 2012, our Board of Directors approved a stock repurchase program that authorized the repurchase of up to 1.0 million shares of our common stock in both the open market or through privately negotiated transactions. During the year ended January 3, 2016, we repurchased 195,899 shares under this program for approximately $5.7 million at an average market price per share of $28.92, excluding commissions. Since the program was adopted in May 2012, we have repurchased all of the 1.0 million shares in this authorization for approximately $18.6 million at an average market price per share of $18.57, excluding commissions.

Employee Stock Purchase Plan

Prior to fiscal 2014, the Company maintained an Employee Stock Purchase Plan, which gave eligible team members the option to purchase Common Stock (total purchases in a year could not exceed 10% of a team member’s current year compensation) at 100% of the fair market value of the Common Stock at the end of each calendar quarter. For the fiscal year ended December 29, 2013, there were approximately 2,793 shares purchased, with a weighted average fair value of $14.22 per share. For the fiscal year ended December 29, 2013, the Company did not recognize any expense related to the stock purchase plan due to it being non-compensatory as defined by IRS Section 423. The Company chose to eliminate this program in fiscal 2014.