F.	Stock-Based Compensation

Performance Stock Awards (“PSA”)

During t

first

quarter of fiscal

2018

and

2017,

the Company granted a target number of

54.9

and

99.6

PSAs, respectively, to various employees of the Company, including executive officers. The fiscal

2018

PSAs will vest if the Company achieves performance-based target objectives relating to average return on invested capital, average annual sales and average annual Earnings Per Share (“EPS”) (as defined in the PSA Grant Agreement), in the cumulative

three

fiscal year period ending

June 30, 2020.

These PSAs are subject to adjustment if the Company’s return on invested capital, net sales, and EPS for the period falls below or exceeds the specified target objective, and the maximum number of performance shares that can be awarded if the target objective is exceeded is

82.3.

Based upon favorable actual results to date, but given the Company’s recent history of operating losses, the Company believes that the probability threshold to accrue for these PSAs is

not

met until it demonstrates additional quarters of operating income to provide evidence that these early signs of recovery are sustainable. Therefore, as of the end of the current quarter, the Company did

not

accrue compensation expense for these PSAs.

The fiscal

2017

PSAs will vest if the Company achieves performance-based target objectives relating to average return on invested capital, average annual sales and average annual EPS (as defined in the PSA Grant Agreement), in the cumulative

three

fiscal year period ending

June 30, 2019.

These PSAs are subject to adjustment if the Company

’s return on invested capital, net sales, and EPS for the period falls below or exceeds the specified target objective, and the maximum number of performance shares that can be awarded if the target objective is exceeded is

164.4.

Based upon actual results to date and the low probability of achieving the threshold performance levels, the Company is currently

not

accruing compensation expense for these PSAs.

There were

224.9

and

171.8

unvested PSAs outstanding at

September 29, 2017

and

September 30, 2016,

respectively. The fair value of the PSAs (on the date of grant) is expensed over the performance period for the shares that are expected to ultimately vest. Compensation expense of

$15

was recognized for each of the quarters ended

September 29, 2017

and

September 30, 2016,

related to PSAs. The weighted average grant date fair value of the unvested awards at

September 29, 2017

was

$13.45.

September 29, 2017,

the Company had

$2,896

of unrecognized compensation expense related to the unvested shares that would vest if the specified target objective was achieved for the fiscal

2018,

2017

and

2016

awards. The total fair value of PSAs vested as of

September 29, 2017

and

September 30, 2016

was

Restricted Stock Awards (“RS”)

The Company has unvested RS awards outstanding that will vest if certain service conditions are fulfilled. The fair value of the RS grants is recorded as compensation expense over the vesting period, which is generally

years. During the

first

quarter of fiscal

2018

and

2017,

the Company granted

65.8

and

101.3

service based restricted shares, respectively, to employees and non-employee directors. There were

309.5

and

218.0

unvested shares outstanding at

September 29, 2017

and

September 30, 2016,

respectively. Compensation expense of

$463

and

$326

was recognized for the quarters ended

September 29, 2017

and

September 30, 2016,

respectively. The total fair value of restricted stock grants vested as of

September 29, 2017

and

September 30, 2016

was

$444

and

$265,

respectively. As of

September 29, 2017,

the Company had

$2,221

of unrecognized compensation expense related to restricted stock which will be recognized over the next

three

years.