Note 9.

Benefit Plans

Stock Options

Pursuant to the Company's 1992 Incentive Plan, the Board of Directors was authorized to grant up to 1,800,000 stock options or share awards. The Board of Directors was authorized to grant: (a) incentive stock options within the meaning of Section 422 of the Internal Revenue Code; (b) non-qualified stock options; (c) performance units; (d) awards of restricted shares of the Company's common stock and other stock unit awards; (e) deferred shares of common stock; or (f) all or any combination of the foregoing to officers and key employees. Stock options granted under this plan expire five or ten years from the date of grant, as specified in an award agreement. Vesting occurs at 50% upon issuance of an option, and the remaining portion vests in 25% increments in each of the following two years. In accordance with the Company's 1996 Director Stock Option Plan, a maximum of 200,000 stock options were authorized to be granted, which fully vest six months after the grant date. In accordance with the Company's 2002 Incentive Plan (the “2002 Plan”), the Board of Directors is authorized to grant up to 2,000,000 stock options or share awards. Subject to adjustment as provided in the 2002 Plan, the Board of Directors is authorized to grant: (a) incentive stock options; (b) non-qualified stock options; (c) stock appreciation rights; (d) restricted shares; (e) deferred shares; and (f) performance shares and/or performance units. Further, the Board may authorize the granting to non-employee directors of stock options and/or restricted shares. No restricted shares were issued in either 2011 or 2010. As of December 31, 2011, an aggregate of twenty employees, officers and directors held options under the three plans.

A summary of the status of the Company's stock options at December 31, 2011 and 2010 is as follows:

	2011					2010
Shares	Shares			Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Options outstanding, beginning of year		543,500		$	1.44		543,500	$	1.44
Options exercised		(177,500	)		1.25		-		-
Options canceled or expired		(135,000	)		1.26		-		-
Options outstanding, end of year		231,000			1.68		543,500		1.44
Options exercisable		231,000			1.68		543,500		1.44
Options available for future grant		2,666,406					2,531,406

Data on options outstanding and exercisable at December 31, 2011 is as follows:

				Outstanding and Exercisable
Range of Exercise Prices		Number of Options		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price
$	1.51 to $2.00		231,000		1.16	$	1.68

The fair value of options granted is determined on the date of grant using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected volatility of the stock price. No options were granted in 2011 or 2010.

401(k) Plan

The Company initiated an employees' savings plan qualified under Section 401(k) of the Internal Revenue Code in May 1995. The plan covers substantially all of the Company's employees. Effective January 1, 2009, the Company modified its employees' savings plan (the “Plan”) such that the Plan would operate on a safe harbor basis. Under the Plan, employees may defer up to 50% of their compensation, not to exceed the annual deferral limit. The Company's total matching contribution for 2011 and 2010 was $157 and $148, respectively, and consisted of a contribution equal to 50% of up to the first 4% of each participant's contributions. In addition to the matching contribution, the Company also provided a 3% safe harbor non-elective contribution in 2011 and 2010 of $280 and $264, respectively. The employer match and contribution were made in cash.

Defined Benefit Pension Plans

Prior to May 2010, the Company had a qualified funded noncontributory defined benefit pension plan covering the employees of American Southern and, prior to May 2009, had an unfunded noncontributory defined benefit pension plan (“SERP”). The plans provided defined benefits based on years of service and average salary. Effective May 31, 2008, the Company froze all benefits related to its qualified defined benefit pension plan, as well as its SERP. In May 2009, the Company terminated the SERP and distributed the accumulated benefits to those participating employees. On March 11, 2010, the Company received a determination letter from the Internal Revenue Service approving the termination of the Company's qualified defined benefit pension plan. In May 2010, the Company distributed the accumulated benefits, as directed, to participating employees, and terminated the qualified defined benefit pension plan. In connection with the May 2010 termination and settlement of the qualified defined benefit pension plan, the Company incurred a 2010 charge of $319.