Note 10: Stock-Based Compensation

On May 29, 2008, the Company’s stockholders approved the 2008 Equity Incentive Plan and the 2008 Employee Stock Purchase Plan (“ESPP”). The 2008 Equity Incentive Plan and ESPP were previously adopted by the Company’s Board of Directors on April 8, 2008, subject to stockholder approval. Upon stockholder approval of the 2008 Equity Incentive Plan and ESPP each of the following plans were terminated: the 1999 Stock Option Plan, the Restricted Stock Award Plan, the 1998 Stock Option Plan and the Employee Stock Purchase Plan established in 1992.

The 2008 Equity Incentive Plan allows for the award of stock options, stock awards (including stock units, stock grants and stock appreciation rights or other similar equity awards) and cash awards to officers, employees, consultants and non-employee members of the Board of Directors. The total number of shares reserved for issuance under the 2008 Equity Incentive Plan is 1,869,720 shares of common stock, subject to adjustment resulting from a stock split or the payment of a stock dividend or any other increase or decrease in the number of issued shares of the Company’s stock effected without receipt of consideration by the Company. As of December 30, 2011, 905,442 shares were available for grant under the 2008 Equity Incentive Plan.

The ESPP allows for officers and employees to purchase common stock through payroll deductions of up to 15% of a participant’s eligible compensation. Shares of common stock are purchased under the ESPP at 95% of the fair market value of the Company’s common stock on each purchase date. Subject to adjustment resulting from a stock split or the payment of a stock dividend or any other increase or decrease in the number of issued shares of the Company’s stock effected without receipt of consideration by the Company, the total number of shares reserved for issuance under the ESPP was 200,000 shares of common stock. As of December 30, 2011, 101,838 shares were available for grant. Weighted average purchase prices for shares sold under all ESPP plans in fiscal 2011, 2010 and 2009 were $41.70, $30.72 and $25.46, respectively.

Restricted Stock Units

The Company grants restricted stock units to employees and outside directors. These restricted stock unit grants are designed to attract and retain employees, and to better align employee interests with those of the Company’s stockholders. For a select group of employees, up to 40% of their annual bonus is settled with fully vested restricted stock unit awards. Under these fully vested restricted stock unit awards, the holder of each award has the right to receive one share of the Company’s common stock for each fully vested restricted stock unit four years from the date of grant. Each individual who received a fully vested restricted stock unit award is granted a matching number of unvested restricted stock unit awards. These unvested restricted stock unit awards cliff vest four years from the date of grant, at which time the holder of each award will have the right to receive one share of the Company’s common stock for each restricted stock unit award, provided the holder of each award has met certain employment conditions. In the case of retirement at 59 ½ years or older, all unvested restricted stock unit awards will continue to vest provided the holder of each award does all consulting work through the Company and does not become an employee for a past or present client, beneficial party or competitor of the Company.

The value of these restricted stock unit awards is determined based on the market price of the Company’s common stock on the date of grant. The value of fully vested restricted stock unit awards issued is recorded as a reduction to accrued bonuses. The portion of bonus expense that the Company expects to settle with fully vested restricted stock unit awards is recorded as stock-based compensation during the period the bonus is earned. For the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010, the Company recorded stock-based compensation expense associated with accrued bonus awards of $5,295,000, $4,533,000 and $3,797,000, respectively.

The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of $4,464,000, $4,077,000 and $3,467,000 during the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010, respectively.

The number of restricted stock unit awards outstanding as of December 30, 2011 is as follows⁽¹⁾:

	Number			Weighted-
	of awards			average
	outstanding			fair value

Balance as of January 2, 2009		489,100		$	19.78
Awards granted		337,867			24.14
Awards vested		(284,423	)		19.00
Awards cancelled		(8,307	)		17.71

Balance as of January 1, 2010		534,237		$	23.00
Awards granted		265,894			28.78
Awards vested		(241,916	)		23.26
Awards cancelled		(2,833	)		26.73

Balance as of December 31, 2010		555,382		$	25.64
Awards granted		249,997			38.59
Awards vested		(260,064	)		28.29
Awards cancelled		(2,981	)		29.58

Balance as of December 30, 2011		542,334		$	30.32

⁽¹⁾ Does not include employee stock purchase or stock option plans.

Stock Options

The Company currently grants stock options under the 2008 Equity Incentive Plan. Options are granted for terms of ten years and generally vest ratably over a four-year period from the grant date. The Company grants options at exercise prices equal to the fair value of the Company’s common stock on the date of grant. During the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010, the Company recorded stock-based compensation expense of $34,000, $31,000 and $56,000, respectively, associated with stock options granted prior to, but not yet vested as of December 30, 2005. During the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010, the Company recorded stock-based compensation expense of $547,000, $616,000 and $611,000, respectively, associated with stock options granted after December 30, 2005.

Option activity is as follows⁽¹⁾:

						Weighted-		Aggregate
				Weighted-		average		intrinsic
	Number			average		remaining		value
	of shares			exercise		contractual		(in
	outstanding			price		term (years)		thousands)

Balance as of January 2, 2009		1,188,299		$	10.10
Options granted		30,000			23.07
Options cancelled		-			-
Options exercised		(401,190	)		7.73

Balance as of January 1, 2010		817,109		$	11.74
Options granted		42,500			25.96
Options cancelled		-			-
Options exercised		(348,469	)		7.67

Balance as of December 31, 2010		511,140		$	15.69
Options granted		30,000			37.72
Options cancelled		-			-
Options exercised		(105,744	)		14.07

Balance as of December 30, 2011		435,396		$	17.60		4.31	$	12,353
Vested and expected to vest as of December 30, 2011		426,418		$	17.43		4.25	$	12,172

Exercisable at December 30, 2011		331,518		$	14.31		3.36	$	10,497

⁽¹⁾ Does not include restricted stock or employee stock purchase plans

The total intrinsic value of options exercised during the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010 was $2,994,687, $8,086,064 and $7,673,830, respectively. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the fiscal year ended December 30, 2011, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 30, 2011. This amount changes based on the fair-value of the Company’s stock.

Information regarding options outstanding at December 30, 2011 is summarized below:

	Outstanding						Exercisable
			Weighted-		Weighted-				Weighted
	Number		average		Average		Number		average
Range of	of		remaining		Exercise		of		exercise
exercise price	options		life in years		Price		shares		price

$5.89-7.02		104,396		1.01	$	6.88		104,396	$	6.88
$11.31-11.31		40,000		2.20	$	11.31		40,000	$	11.31
$12.02-15.65		91,000		3.40	$	13.48		79,000	$	13.64
$18.37-25.96		132,500		6.57	$	22.42		85,622	$	20.99
$31.01-$37.72		67,500		7.44	$	33.99		22,500	$	31.01
		435,396		4.31	$	17.60		331,518	$	14.31

The Company uses the Black-Scholes option-pricing model to determine the fair value of options granted. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate and expected dividends.

The Company used historical exercise and post-vesting forfeiture and expiration data to estimate the expected term of options granted. The historical volatility of the Company’s common stock over a period of time equal to the expected term of the options granted was used to estimate expected volatility. The risk-free interest rate used in the option-pricing model was based on United States Treasury zero coupon issues with remaining terms similar to the expected term on the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore used an expected dividend yield of zero in the option-pricing model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Historical data was used to estimate pre-vesting option forfeitures and stock-based compensation expense was recorded only for those awards that are expected to vest. All share based payment awards are recognized on a straight-line basis over the requisite service periods of the awards.

The assumptions used to value option grants for the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010 are as follows:

	Stock Option Plan
	2011			2010			2009

Expected life (in years)		6.5			6.6			6.6
Risk-free interest rate		3.1	%		3.2	%		2.1	%
Volatility		39	%		40	%		40	%
Dividend yield		0	%		0	%		0	%

The weighted-average fair value of options granted during the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010 were $16.51, $11.70 and $10.02, respectively.

The amount of stock-based compensation expense recognized in the Company’s consolidated statements of income for the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010 is as follows:

	2011		2010		2009
(In thousands)
Compensation and related expenses:
Restricted stock units	$	9,402	$	8,257	$	6,993
Stock option grants		581		647		667
Sub-total		9,983		8,904		7,660

General and administrative expenses:
Restricted stock units		357		353		271
Sub-total		357		353		271
Total stock-based compensation expense	$	10,340	$	9,257	$	7,931

As of December 30, 2011, there was $4.2 million of unrecognized compensation cost, expected to be recognized over a weighted average period of 2.3 years, related to unvested restricted stock unit awards and $0.8 million of unrecognized compensation cost, expected to be recognized over a weighted average period of 2.4 years, related to unvested stock options. Total unrecognized compensation costs will be adjusted for future changes in estimated forfeitures.

A summary of the Company’s unvested stock options is as follows:

	Unvested			Weighted-
	options			average
	outstanding			fair value

Balance of unvested stock options as of January 2, 2009		224,000		$	8.70
Options granted		30,000			10.02
Options vested		(90,250	)		8.04
Options forfeited		-			-
Balance of unvested stock options as of January 1, 2010		163,750		$	9.31
Options granted		42,500			11.70
Options vested		(70,250	)		8.19
Options forfeited		-			-
Balance of unvested stock options as of December 31, 2010		136,000		$	10.64
Options granted		30,000			16.51
Options vested		(62,122	)		10.23
Options forfeited		-			-
Balance of unvested stock options as of December 30, 2011		103,878		$	12.58