(14) Stock Option Plan and Employee Stock Purchase Plan

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

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, restricted stock units ("RSUs"), stock units, 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 non-qualified stock options, restricted stock, RSUs, stock units and other stock-based awards 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, 2012, we had granted stock-based awards representing the right to purchase an aggregate of 6,859,882 shares (net of 1,634,015 canceled awards) at prices ranging between $3.13 - $51.65, of which 3,144,222 were outstanding at April 30, 2012. As of April 30, 2012, 3,715,660 stock-based awards have been exercised, of which 750 were SARs. All stock-based awards have exercise prices equal to the fair market value of the stock on the date of grant. RSUs, restricted stock and stock units are generally valued at the fair market value of our common stock at the grant date.

The following table summarizes certain stock option plan activity during the nine months ended April 30, 2012:

	Number of Shares Underlying Stock-Based Awards	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at July 31, 2011	3,580,168	$ 31.86
Granted	52,000	27.16
Expired/canceled	(241,043)	36.64
Exercised	(99,260)	22.57
Outstanding at October 31, 2011	3,291,865	31.71
Granted	6,753	29.89
Expired/canceled	(61,000)	34.24
Exercised	(14,900)	23.24
Outstanding at January 31, 2012	3,222,718	31.70
Granted	3,194	31.57
Expired/canceled	(56,255)	34.98
Exercised	(25,435)	21.23
Outstanding at April 30, 2012	3,144,222	$ 31.73	4.04	$ 9,623,000
Exercisable at April 30, 2012	1,836,574	$ 34.14	1.72	$ 6,245,000
Vested and expected to vest at April 30, 2012	3,085,055	$ 31.79	3.96	$ 9,475,000

Included in the number of shares underlying stock-based awards outstanding at April 30, 2012, in the above table, are 26,000 SARs with an aggregate intrinsic value of $9,000. There were no awards of RSU's or restricted stock outstanding at April 30, 2012.

The 2000 Stock Incentive Plan, as amended, provides non-employee directors with the right to receive stock units in lieu of cash compensation. These stock units are fully-vested on the date of grant, and are convertible into shares of our Company's common stock on a one-for-one basis, generally at the time of termination or earlier under certain specific circumstances. As of April 30, 2012, there were 194 stock units outstanding, all of which were issued during the three months ended April 30, 2012 and are included in the above table.

The total intrinsic value of stock-based awards exercised during the three months ended April 30, 2012 and 2011 was $295,000 and $148,000, respectively. The total intrinsic value of stock-based awards exercised during the nine months ended April 30, 2012 and 2011 was $1,304,000 and $1,135,000, 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 2012, we issued 463,170 shares of our common stock to participating employees in connection with the ESPP.