Stock-Based Compensation

The Company has adopted equity incentive plans that provide for the grant to employees of stock-based awards, including without limitation, stock options, restricted shares, and restricted stock units, of Adept common stock. In addition, certain of these plans permit the grant of non-statutory stock-based awards to consultants and non-employee directors. To date, Adept has primarily granted options under its existing stock plans and, commencing in fiscal 2009, grants shares of restricted stock on a limited basis to executive and certain non-executive employees as incentive compensation. Option awards are granted with an exercise price equal to the market price of the Company’s stock on the date of grant. Those option awards generally have ten-year contractual terms. The Company also has an employee stock purchase plan (“ESPP”) that allows employees to purchase a limited number of shares of its common stock at a discount of 15% of the market value at certain plan-defined dates that are established at six-month intervals.

Adept has an employee stock purchase plan and two equity compensation plans currently in effect, including the 2003 Stock Option Plan and 2005 Equity Incentive Plan. As of March 31, 2012, there were 459,396 shares available for issuance under the 2008 Employee Stock Purchase Plan. As of March 31, 2012, the outstanding options, restricted shares, and available shares remaining for issuance are:



Plan	Subject to Outstanding Options and Restricted Stock	Available shares for grant and issuance
2003 Stock Option Plan	366,355	15,349
2005 Equity Incentive Plan	907,202	853,636

Options are also outstanding pursuant to four equity compensation plans which have expired or been terminated. These include the 1993 Stock Option Plan, the 1995 Director Stock Option Plan, the 2001 Stock Option Plan, and the 2004 Director Option Plan, which have, respectively, 37,301, 1,200, 88,989, and 107,000 shares subject to outstanding options.

Under these plans, for employee grants, vesting of options is generally monthly in equal installments over a four year period. Restricted stock grants made to Adept executive officers and other senior management employees under annual performance programs pursuant to the 2005 Equity Incentive Plan are subject to vesting quarterly over two years following the end of the relevant fiscal year of performance. In April 2009, certain restricted stock grants were made to employees with the first half vesting on June 30, 2009 and the second half vesting on September 30, 2009. Initial director grants made prior to March 2010 vest one-fourth on the first anniversary of the grant, then monthly in equal installments thereafter for three years. Annual non-employee director grants made prior to March 2010 vest monthly in equal installments over a four year period. In March 2010, the Board revised director compensation so that annual option grants of 6,000 shares to non-employee directors made after March 2010 vest in full on the date of the annual meeting of stockholders following the meeting at which the director is elected and the annual grant is made, and the initial option grant of 10,000 shares to non-employee directors vests in the amount of 50% of the grant on the first annual meeting of stockholders following the initial appointment or election of the director and the remaining 50% vests at the second annual meeting of stockholders of the Company following the initial appointment or election of the director. In March 2010, the Board authorized a one-time option grant with 100% vesting to occur at the 2010 annual meeting of stockholders to reflect the increase in equity compensation for the 2010 year of service on the Board. On November 9, 2011, the stockholders of the Company approved the amendment of the 2005 Equity Incentive Plan which included an increase of shares of the Company's common stock authorized for issuance under such plan in an amount equal to 750,000 shares, plus the 17,376 shares remaining issuable under the 2004 Director Stock Option Plan, which was terminated upon such approval.

The Company recognizes the fair value of stock compensation as an expense in the calculation of net income (loss), which is recognized ratably over the vesting period of the individual equity instruments. All stock compensation recorded during the nine months ended March 31, 2012 has been accounted for as an equity instrument.

The Company recorded $1.0 million and $2.6 million of stock-based compensation expense on its unaudited condensed consolidated statements of operations for the nine months ended March 31, 2012 and March 26, 2011, respectively, for its stock plans, ESPP, and MobileRobots and InMoTx acquisition-related equity issuances. The Company did not record an income-tax benefit for the stock compensation expense because of the extent of its net operating loss carry-forwards. The Company utilized the Black-Scholes option pricing model for estimating the fair value of the stock-based compensation. The weighted average grant-date fair values of the options granted under the equity incentive plans for the nine months ended March 31, 2012 and March 26, 2011 were $2.52 and $3.49, respectively, for employees and non-employee directors. The weighted average grant-date fair values of the shares subject to purchase under the ESPP for the nine months ended March 31, 2012 and March 26, 2011 were $1.05 and $2.25, respectively. The weighted average grant-date fair values were calculated using the following weighted average assumptions:



	Nine Months Ended				Nine Months Ended
	March 31, 2012				March 26, 2011
	Equity Incentive and Stock Option Plans		Purchase Plan		Equity Incentive and Stock Option Plans		Purchase Plan
Average risk free interest rate	0.67	%	0.06	%	1.04	%	0.17	%
Expected life (in years)	5.77		0.49		5.77		0.49
Expected volatility	82	%	58	%	87	%	75	%
Dividend yield	0	%	0	%	0	%	0	%

The dividend yield of zero is based on the fact that the Company has never paid cash dividends, is restricted from paying cash dividends by its credit facility, and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of Adept’s common stock over the period commensurate with the expected life of the options or ESPP shares. The risk-free interest rate is based on the observed and expected life of options or ESPP shares by Adept’s employees and indexed to the Treasury Constant Maturity rate. The expected life in years is based on the historic time to post-vesting exercise and forfeitures of the options or ESPP shares. Starting January 1, 2010, ESPP shares are issued in April and November.

For the nine months ended March 31, 2012 and March 26, 2011, stock-based compensation expense was based on the Company’s historical experience of option cancellations prior to vesting. The Company has assumed an annualized forfeiture rate of 5% for each period for its options. The Company records additional expense if the actual forfeiture rate is lower than estimated, and records a recovery of prior expense if the actual forfeiture rate is higher than estimated.

A summary of stock option activity under the option plans as of March 31, 2012 and changes during the nine months then ended is presented below:



Options	Shares (in 000’s)		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in 000’s)
Outstanding at June 30, 2011	1,332		$	5.70
Granted	281		$	3.73
Exercised	(14	)	$	2.88
Forfeited or Expired	(91	)	$	8.90
Outstanding at March 31, 2012	1,508		$	5.17	6.81	$	1,373
Vested/Expected to Vest at March 31, 2012	1,476		$	5.19	6.77	$	1,338
Exercisable at March 31, 2012	971		$	5.79	5.96	$	746

A summary of restricted stock activity under the 2005 Equity Incentive Plan as of March 31, 2012 and changes during the nine months then ended is presented below:



Awards	Shares		Weighted Average- Grant Date Fair Value Per Share
Balance at June 30, 2011	87,500		$	4.86
Awarded	4,500		4.45
Vested	(34,694	)	4.83
Forfeited due to cancellation or for taxes	(22,306	)	4.83
Balance at March 31, 2012	35,000		$	4.86

As of March 31, 2012, there was $663,000 of total unrecognized compensation cost related to non-vested stock options and restricted stock awards granted and outstanding; the cost of which is expected to be recognized through fiscal year 2014, with a weighted average remaining period of 1.21 years for stock options and 0.25 years for stock awards.

In fiscal 2010 and fiscal 2011, Adept issued 468,956 shares of unregistered restricted stock outside of the equity incentive plans in connection with the acquisitions of MobileRobots and InMoTx which were accounted for as compensation. The 468,956 shares do not include shares issued and accounted for as merger consideration and the complete stock issuance information for each merger is discussed in Note 15 to the Notes to Condensed Consolidated Financial Statements.

The Company issued 368,956 shares of restricted stock in connection with the acquisition of MobileRobots, to vest in equal thirds on each of the first, second, and third anniversaries of the closing date of the acquisition, contingent upon the continued employment of such stockholder, subject to acceleration or forfeiture in certain circumstances, and subject to the indemnification obligations of the MobileRobots stockholders as described in Note 15 to the Notes to Condensed Consolidated Financial Statements. On April 15, 2011, one of the MobileRobots founders terminated employment with Adept and vesting was accelerated on 173,074 shares of restricted stock issued in connection with the acquisition of MobileRobots. On June 25, 2011, 65,293 shares of restricted stock vested in the first annual vesting of the shares issued pursuant to the merger agreement. On September 30, 2011, another MobileRobots founder terminated employment with Adept, and vesting was accelerated on 115,383 shares of restricted stock. As of March 31, 2012, there were 15,206 shares issued in connection with the merger remaining to vest.

In fiscal 2011, the Company also made a grant of 100,000 shares of unregistered restricted stock in connection with the acquisition of InMoTx to its chief technology officer to vest on the third anniversary of the acquisition contingent upon his continued employment, subject to acceleration or forfeiture in certain circumstances. On September 20, 2011, the InMoTx chief technology officer entered into a separation agreement with the Company to terminate employment on January 31, 2012. Of the 100,000 shares issued, 80,500 shares were forfeited on September 20, 2011, and 19,500 shares remain outstanding and will vest on June 30, 2012, subject to the satisfactory completion of the requirements set forth in the separation agreement.

A summary of unregistered restricted stock activity due to the acquisitions of MobileRobots and InMoTx (see Note 15) as of March 31, 2012 and June 30, 2011, respectively, is presented below:



Awards	Shares		Grant Date Fair Market Value
Balance of awards issued in acquisition of MobileRobots at June 30, 2011	130,589		$	5.10
Accelerated Vesting	(115,383	)	5.10
Balance of MobileRobots issuances at March 31, 2012	15,206		$	5.10

Balance of awards issued in acquisition of InMoTx at June 30, 2011	100,000		$	4.89
Forfeited	(80,500	)	4.89
Balance of InMoTx issuances at March 31, 2012	19,500		$	4.89

During the nine months ended March 31, 2012, 28,139 shares of common stock were issued under the Company’s 2008 Employee Stock Purchase Plan. Shares are issued semi-annually under the ESPP. Starting January 1, 2010, ESPP shares are issued in April and November.

Total common shares outstanding at March 31, 2012 were 9,689,410.