Note 8 – Stock-Based Compensation

The Company has various stockholder-approved programs which allow for the grant of stock-based compensation to officers, employees, and non-employee directors of the Company.

The amount of compensation cost related to stock-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Company determines compensation cost for restricted stock units ("RSUs"), phantom stock units, and restricted stock based on the grant-date fair value of the underlying common stock. Compensation cost is recognized over the period that an officer, employee, or non-employee director provides service in exchange for the award.

The following table summarizes stock-based compensation expense recognized:

	Fiscal quarters ended					Six fiscal months ended
	June 29, 2013			June 30, 2012		June 29, 2013			June 30, 2012

Stock options	$	6		$	20	$	18		$	47
Restricted stock units		(2,646	)		1,133		(1,718	)		2,268
Phantom stock units		-			-		108			93
Total	$	(2,640	)	$	1,153	$	(1,592	)	$	2,408

Stock-based compensation for the fiscal quarter and six fiscal months ended June 29, 2013, as presented in the table above, includes the reversal of stock-based compensation expense recognized for the performance-based RSUs scheduled to vest on January 1, 2014 at the time it was determined that achievement of the performance-based vesting criteria was no longer probable. $1,778 of these reversed costs had been originally reported as a separate line item upon cessation of employment of certain former executives in 2011, and accordingly, this adjustment is also reported as a separate line item in the consolidated condensed statements of operations.

The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at June 29, 2013 (amortization periods in years):

	Unrecognized Compensation Cost		Weighted Average Remaining Amortization Periods

Stock options	$	-		0.0
Restricted stock units		12,814		1.6
Phantom stock units		-		0.0
Total	$	12,814

2007 Stock Incentive Plan

The Company's 2007 Stock Incentive Program (the "2007 Program") permits the grant of up to 3,000,000 shares of restricted stock, unrestricted stock, RSUs, and stock options, to officers, employees, and non-employee directors of the Company. Such instruments are available for grant until May 22, 2017.

Stock Options

In addition to stock options outstanding pursuant to the 2007 Program, during the periods presented, the Company had stock options outstanding under previous stockholder-approved stock option programs. These programs are more fully described in Note 12 to the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012. No additional options may be granted pursuant to these programs.

At December 31, 2012 and June 29, 2013, there were 109,000 options outstanding with a weighted average exercise price of $15.24. At June 29, 2013, the weighted average remaining contractual life of all outstanding options was 3.74 years.

During the six fiscal months ended June 29, 2013, 30,000 options vested. At June 29, 2013, there were no unvested options outstanding.

The pretax aggregate intrinsic value (the difference between the closing stock price on the last trading day of the second fiscal quarter of 2013 of $13.89 per share 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 June 29, 2013 is $37. This amount changes based on changes in the market value of the Company's common stock. During the six fiscal months ended June 29, 2013, no options were exercised.

Restricted Stock Units

RSU activity under the 2007 Program as of June 29, 2013 and changes during the six fiscal months then ended are presented below (number of RSUs in thousands):

	Number of RSUs			Weighted Average Grant-date Fair Value per Unit
Outstanding:
January 1, 2013		1,316		$	12.53
Granted		374			12.76
Vested*		(500	)		9.82
Cancelled or forfeited		-			-
Outstanding at June 29, 2013		1,190		$	13.74

Expected to vest at June 29, 2013		681

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* The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.

The Company recognizes compensation cost for RSUs that are expected to vest. The Company expects all performance-based vesting criteria for the outstanding performance-based RSUs that are scheduled to vest on January 1, 2016 will be achieved. The stock-based compensation expense recognized for 233,000 performance-based RSUs scheduled to vest on January 1, 2014 was reversed in the second fiscal quarter of 2013 at the time that it was determined that achievement of the performance-based vesting criteria was no longer probable. The stock-based compensation expense recognized for 276,000 performance-based RSUs scheduled to vest on January 1, 2015 was reversed in the fourth fiscal quarter of 2012 at the time that it was determined that achievement of the performance-based vesting criteria was no longer probable. RSUs with performance-based vesting criteria are expected to vest as follows (number of RSUs in thousands):

Vesting Date	Number of RSUs
January 1, 2014		-
January 1, 2015		-
January 1, 2016		222

Phantom Stock Plan

The Company maintains a phantom stock plan for certain senior executives. The plan authorizes the grant of up to 300,000 phantom stock units to the extent provided for in the Company's employment agreements with such senior executives. Each phantom stock unit entitles the recipient to receive a share of common stock at the individual's termination of employment or any other future date specified in the applicable employment agreement. The phantom stock units are fully vested at all times.

Phantom stock unit activity under the phantom stock plan as of June 29, 2013 and changes during the six fiscal months then ended are presented below (number of phantom stock units in thousands):

	Number of units		Grant-date Fair Value per Unit
Outstanding:
January 1, 2013		97
Granted		10	$	10.75
Redeemed for common stock		-
Outstanding at June 29, 2013		107