Stock Option Plan and Employee Stock Purchase Plan

9 Months Ended

Apr. 30, 2011

Stock Option Plan and Employee Stock Purchase Plan

Stock Option Plan and Employee Stock Purchase Plan

(14)          Stock Option Plan and Employee Stock Purchase Plan

We issue stock-based awards pursuant to the following plans:

2000 Stock Incentive Plan – The 2000 Stock Incentive Plan, as amended, provides for the granting to all employees and consultants of Comtech (including prospective employees and consultants) non-qualified stock options, SARs, restricted stock, performance shares, performance units and other stock-based awards. In addition, our employees are eligible to be granted incentive stock options. Our non-employee directors are eligible to receive non-discretionary grants of nonqualified stock options subject to certain limitations. The aggregate number of shares of common stock which may be issued may not exceed 8,962,500. Grants of incentive and non-qualified stock awards may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10% of the voting power, no more than five years.

As of April 30, 2011, we had granted stock-based awards representing the right to purchase an aggregate of 6,529,470 shares (net of 1,253,730 canceled awards) at prices ranging between $3.13 - $51.65, of which 3,010,495 are outstanding at April 30, 2011. As of April 30, 2011, 3,518,975 stock-based awards have been exercised, of which 750 were SARs.

The following table summarizes certain stock option plan activity during the nine months ended April 30, 2011:

	Number of Shares Underlying Stock-Based Awards	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at July 31, 2010	3,520,667	$           32.75
Granted	2,000	27.35
Expired/canceled	(210,664)	35.28
Exercised	(37,795)	16.21
Outstanding at October 31, 2010	3,274,208	32.78
Granted	-	-
Expired/canceled	(64,050)	38.16
Exercised	(29,150)	13.69
Outstanding at January 31, 2011	3,181,008	32.84
Granted	30,000	27.87
Expired/canceled	(184,663)	35.49
Exercised	(15,850)	18.54
Outstanding at April 30, 2011	3,010,495	$          32.71	3.52	$    5,197,000
Exercisable at April 30, 2011	1,824,592	$          32.84	2.04	$    5,182,000
Expected to vest at April 30, 2011	1,059,097	$          32.35	5.81	$         14,000

Included in the number of shares underlying stock-based awards outstanding at April 30, 2011, in the above table, are 38,500 SARs with no aggregate intrinsic value.

The total intrinsic value of stock-based awards exercised during the three months ended April 30, 2011 and 2010 was $148,000 and $345,000, respectively. The total intrinsic value of stock-based awards exercised during the nine months ended April 30, 2011 and 2010 was $1,135,000 and $1,578,000, respectively.

2001 Employee Stock Purchase Plan – The ESPP was approved by the shareholders on December 12, 2000, and 675,000 shares of our common stock were reserved for issuance. The ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85% of fair market value at the date of issuance through participation in the payroll-deduction based ESPP. Through the third quarter of fiscal 2011, we issued 416,718 shares of our common stock to participating employees in connection with the ESPP.