Note 7.STOCK INCENTIVE PLANS

6 Months Ended

Jun. 30, 2012

Employee Stock Ownership Plan (ESOP), Debt Structure, Indirect Loan, Description

Note 7.  STOCK INCENTIVE PLANS

The Company has various stock incentive plans that provide for the granting of stock options, nonqualified stock options, SARs, restricted stock, performance units or shares and other incentive awards to certain employees and directors.  Options have been granted at or above the market price of the Company’s stock at the date of grant, typically vest over a three-year period, and are exercisable not less than twelve months or more than ten years after the date of grant.  SARs have been granted at or above the market price of the Company’s stock at the date of grant, typically vest over periods up to three years, and expire ten years from the date of issue.  No more than 50% of the cumulative number of vested SARs held by an employee can be exercised in any one calendar year.

The following table summarizes stock option activity under each of the Company’s applicable plans:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2011		38,000		$	4.16
Granted		-		$	-
Exercised		-		$	-
Expired		(6,000	)	$	5.15
Cancelled		-		$	-
Outstanding at September 28, 2012		32,000		$	3.97		1.03 years	$	-
Vested and Exercisable at September 28, 2012		32,000		$	3.97		1.03 years	$	-

Expense of $47,000 was reversed in the first quarter of 2011 related to 83,333 non-vested options awarded under the 2009 Vice President-Operations’ Plan which were cancelled in the first quarter of 2011 as a result of the departure of the Company’s Vice President-Operations.  Effective March 28, 2011, the Company entered into the 2011 Change in Control Plan (the “2011 CIC Plan”).  Eligible participants in the 2011 CIC Plan must surrender any and all rights in any options and/or SARs previously awarded by the Company, and acknowledge that he/she will not be entitled to receive any further options and/or SARs from the Company or any other equity-based awards.  Each participant is entitled to receive in connection with a change in control an amount equal to his/her share of the aggregate fair market value of the consideration to be delivered to the shareholders of the Company with respect to the outstanding securities of the Company, net of costs or expenses, as applicable, relating to the transaction that results in the change in control, subject to the terms and conditions of the 2011 CIC Plan.  As of the effective date of the 2011 CIC Plan, the Company’s Chief Executive Officer and Chief Financial Officer were participants.  As a result of their participation, 875,000 options were cancelled, of which 291,666 were non-vested.  Expense of $0.2 million was reversed in the first quarter of 2011 related to these non-vested options.

The following table summarizes SARs activity under each of the Company’s applicable plans:

	SARs
Non-Vested at December 31, 2011		14,665
Granted		4,000
Vested		(7,333	)
Cancelled		-
Non-Vested at September 28, 2012		11,332
Total Outstanding at September 28, 2012		244,684

At September 28, 2012 and December 31, 2011, the aggregate liability related to SARs was $96,000 and $44,000, respectively, and is included in accrued expenses in the Condensed Consolidated Balance Sheets.