(

)

Restricted Stock

July 28, 2006,

the Company received shareholder approval for the adoption of the

2006

Employee Equity Compensation Restricted Stock Plan (the

“2006

Employee Plan”) and the

2006

Outside Director Equity Compensation Restricted Stock Plan (the

“2006

Director Plan”). The purpose of the plans was to promote the interests of the Company by securing and retaining both employees and outside directors. The Company had reserved

1.0

million shares of common stock for issuance under the Employee Plan, and

200,000

shares of common stock for issuance under the Director Plan. In

July 2012,

the Company received shareholder approval to ratify the amendment to the Company’s Director Plan passed by the Board of Directors to increase the number of shares available for issuance under the Director Plan from

200,000

400,000.

Additionally, the Company received shareholder approval to ratify the amendment passed by the Board of Directors to provide for a

10%

automatic increase every year in the amount of shares available for issuance under both of the plans.

July 2015,

the Company’s

2015

Outside Director Equity Compensation Restricted Stock Plan (

“2015

Director Plan”) became effective upon the approval of the plan by the Company’s Shareholders. The

2015

Director Plan authorizes

400,000

shares of the Company's common stock available for issuance under the plan, and provides for an automatic increase every year in the amount of shares available for issuance under the plan of

10%

of the shares authorized under the plan. In

July 2016,

the Company’s

2016

Employee Equity Compensation Restricted Stock Plan (

“2016

Employee Plan”) became effective upon the approval of the plan by the Company’s Shareholders. The

2016

Employee Plan authorizes

1,000,000

shares of the Company's Common stock available for issuance under the plan. The value of the restricted stock is determined based on the market value of the stock at the issuance date. The restriction period or forfeiture period is determined by the Company’s Board and is to be

less than

year and

more than

ten

years.

The Company had

974,609

restricted common shares issued under the

2006

Employee Plan,

47,350

restricted common shares issued under the

2016

Employee Plan,

272,000

restricted common shares issued under the

2006

Director Plan, and

60,000

restricted common shares issued under the

2015

Director Plan at

March 31, 2018.

All shares were issued subject to a restriction or forfeiture period which will lapse ratably on the first, second, and

third

anniversaries of the date of grant, and the fair value of which is being amortized over the

three

-year restriction period. For the fiscal years ended

March 31, 2018,

2017,

and

2016,

the Company recognized compensation expense related to the Employee and Director Plans of

$2.6

million,

$1.9

million, and

$1.6

million, respectively.

A summary of the Company’s non-vested restricted stock at

March 31, 2018

is as follows:

	Employee Plan Number of Shares (In thousands)			Director Plan Number of Shares (In thousands)			Both Plans Number of Shares (In thousands)

Non-vested restricted stock outstanding at March 31, 2017		172			60			232

Restricted stock granted		49			30			79

Restricted stock vested		(84	)		(30	)		(114	)

Restricted stock forfeited or expired		(4	)		-			(4	)

Non-vested restricted stock outstanding at March 31, 2018		133			60			193

March 31, 2018

and

2017,

there were

192,968

and

232,253,

non-vested restricted stock shares outstanding, respectively. During the fiscal years ended

March 31, 2018

and

2017,

the Company issued, net of forfeitures,

75,081

and

78,582

restricted shares, respectively. At

March 31, 2018

and

2017,

there were

$4.4

million and

$3.3

million of unrecognized compensation cost related to the non-vested restricted stock awards, respectively, which is expected to be recognized over the remaining weighted average vesting period of

1.5

years and

1.8

years for fiscal

2018

and

2017,

respectively.