STOCK BASED COMPENSATION

3 Months Ended

Nov. 30, 2011

NOTE 6 - STOCK BASED COMPENSATION

The three types of equity awards offered by the Company are stock options ("options"), restricted stock awards ("RSA's") and restricted stock units ("RSU's"). Compensation related to options is accounted for by applying the valuation technique based on the Black-Scholes model. Compensation related to RSA's and RSU's is based on the fair market value at the time of grant with the application of an estimated forfeiture rate. The Company recognizes the compensation cost related to these awards over the requisite service period of five years, graded ratably at the rate of 20% per year over the five-year period. The Company utilizes "modified grant-date accounting" for true-ups due to actual forfeitures at the vesting dates. The Company records as additional paid-in capital the tax savings resulting from tax deductions in excess of expense for stock-based compensation or a reduction in paid-in capital from the tax deficiency resulting from stock-based compensation in excess of the related tax deduction, based on the Tax Law Ordering method. In addition, the Company reflects the tax saving (deficiency) resulting from the taxation of stock-based compensation as a financing cash flow in its consolidated statement of cash flows, rather than as operating cash flows.

RSA's have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding shares of common stock. RSU's are not issued nor outstanding until vested and do not have the cash dividend and voting rights of common stock. However, the Company has paid dividend equivalents to the employees with unvested RSU's equal to the dividend they would have received had the shares of common stock underlying the RSU's been actually issued and outstanding. The providing of dividend equivalents on RSU's is subject to the annual review and final determination by the board of directors at its discretion. Payments of dividend equivalents to employees are recorded as compensation expense.

The Company has adopted four stock option and equity participation plans for the benefit of its eligible employees, consultants and non-employee directors. The 1997 Stock Option Plan of PriceSmart, Inc. authorizes 700,000 shares of the Company's common stock for issuance. The Compensation Committee of the Board of Directors administers the 1997 Plan with respect to options granted to employees or consultants of the Company, and the full Board of Directors administers the Plan with respect to director options. The Company no longer grants options under the 1997 Plan. The 1998, 2001 and 2002 Equity Participation Plans of PriceSmart, Inc., as amended, authorize 2,350,000 shares of the Company's common stock for issuance. Options granted under all four plans typically vest over five years and expire in six years. The 1998, 2001 and 2002 plans also allow restricted stock awards and restricted stock units, which typically vest over five years. As of November 30 and August 31, 2011, an aggregate of 547,042 and 553,042 shares, respectively, were available for future grants under the 1998, 2001 and 2002 Equity Participation Plans.

The following table summarizes the components of the stock-based compensation expense for first three months of fiscal years 2012 and 2011 (in thousands), which are included in general and administrative expense and warehouse club operations in the consolidated statements of income:

	Three Months Ended
	November 30,
	2011		2010
Options granted to directors	$	18	$	13
Restricted stock awards		867		897
Restricted stock units		81		22
Stock-based compensation expense	$	966	$	932

The following table summarizes various concepts related to stock-based compensation as of and for the the following months:

	November, 30 2011		November 30, 2010
Remaining unrecognized compensation cost (in thousands)	$	7,528	$	7,666
Weighted average period of time over which this cost will be recognized (years)		3.06		2.87
Excess tax benefit (deficiency) on stock-based compensation (in thousands)	$	-	$	(1	)

The Company began issuing restricted stock awards in fiscal year 2006 and restricted stock units in fiscal year 2008. The restricted stock awards and units generally vest over a five-year period and the unvested portion of the award is forfeited if the employee or non-employee director leaves the Company before the vesting period is completed. Restricted stock awards and units activity for the three-months ended November 30, 2011 and year ended August 31, 2011 was as follows:

	Three Months Ended		Fiscal Year Ended
	November 30,		August 31,
	2011		2011
Grants outstanding at beginning of period		436,611		558,821
Granted		-		95,700
Forfeited		-		(8,231	)
Vested		-		(209,679	)
Grants outstanding at end of period		436,611		436,611

For the three months ended November 30, 2011 and 2010, there were no restricted stock awards or restricted stock units granted or vested, respectively.

The Company repurchases shares at the stock price at vesting dates to cover the employees' minimum statutory tax withholding requirements related to the vesting of restricted stock awards. For the three months ended November 30, 2011 and 2010, the Company did not repurchase shares of common stock from employees.

As of November 30 and August 31, 2011, the Company had 36,800 and 30,800 stock options outstanding under its stock plans, respectively. Stock-based compensation for options represented 1.9% and 1.4% of the total stock-based compensation for the three months ended November 30, 2011 and for fiscal year 2011. Due to the substantial shift from the use of stock options to restricted stock awards and units, the Company believes stock option activity is no longer significant and that any further disclosure on options is not necessary.