Note 11. Stock-Based Compensation

The Company has the following stock-based compensation plans:

2007 Executive Incentive Plan

On May 9, 2007, the Company's stockholders approved the 2007 Executive Incentive Plan effective as of January 1, 2007 (“Executive Incentive Plan”). The Executive Incentive Plan superseded and replaced the 1992 Stock Option Plan, as amended (“1992 Plan”), the Short Term Executive Incentive Plan and the Long Term Executive Incentive Plan, provided that options outstanding prior to 2007 continue to be subject to the 1992 Plan. The Executive Incentive Plan allows the Compensation Committee of the Board of Directors to make new stock-based awards of nonqualified stock options (“NQSOs”), stock appreciation rights, restricted stock and performance shares. Incentive stock options ("ISOs") outstanding under the 1992 Plan are exercisable over a 10-year period and were granted at an exercise price no less than the fair market value of Chromcraft Revington's common stock as of the date of grant. The Compensation Committee of the Board of Directors determines the vesting period and exercise prices of NQSOs. All outstanding options were vested and exercisable at December 31, 2011 and 2010. At December 31, 2011 and 2010, common stock available for future awards under the Executive Incentive Plan were 470,317 and 637,192, respectively.

The purposes of the Executive Incentive Plan are to provide the Company the flexibility to grant various types of stock-based compensation awards, rather than only stock options and cash awards to our executive officers and other key employees and to attract, retain and motivate executive officers and other key employees, to provide them with an incentive for making contributions to the financial success, as well as to achieve short-term and long-term objectives, of the Company and to further align their interests with the interests of the Company's stockholders.

Directors' Stock Plan

The Company's Amended and Restated Directors' Stock Plan ("Directors' Plan”) provides for the annual grant of restricted stock or NQSOs to members of the board of directors who are not employees of the Company. Effective January 1, 2011, the Directors' Plan was amended with regard to awards of restricted stock. Under the Directors' Plan, eligible directors of the Company receive on the day following their re-election to the Board an award of either shares of restricted common stock with a total fair market value of $14 (previously, each eligible director received 800 shares of restricted stock) or an option to purchase 2,500 shares of common stock. Any new director who is elected or appointed for the first time to the board of directors receives an award of either 3,000 shares of restricted common stock or an option to purchase 10,000 shares of common stock. The Compensation Committee of the board of directors determines whether awards under the Directors' Plan are made in restricted stock or stock options. The total number of shares of common stock subject to the Directors' Plan is 150,000 shares. No restricted common stock or options will be granted under the Directors' Plan after December 1, 2015 or, if earlier, there are no shares available for issuance. Shares of restricted common stock granted to directors under the Directors' Plan will vest on the day immediately preceding the next annual meeting of stockholders following the award date. NQSOs granted under the Directors' Plan are 100% vested on the date of the grant and are granted at an exercise price equal to the fair market value of the Company's common shares as of the date of the grant. The options are exercisable for a period of ten years. At December 31, 2011 and 2010, there were 5,016 and 40,016 shares, respectively, available for future awards.

The Directors' Plan is designed to promote the interests of the Company and its stockholders through the granting of restricted common stock and options to the non-employee members of the Company's board of directors, thereby encouraging their focus on enhancing long-term stockholder value of the Company.

Restricted Stock Awards

The Company has granted to certain key employees and to non-employee directors shares of restricted common stock of the Company under the Executive Incentive Plan and the Directors' Plan, respectively. These shares are valued at fair market value on the date of grant and reflected as part of stockholders' equity. Compensation expense is recognized ratably over the vesting period.

In 2010, the Company granted 240,000 shares, with a grant date fair value of $660 of restricted common stock to its Chief Executive Officer, Ronald H. Butler, in connection with his employment agreement with the Company and the Executive Incentive Plan. This award was forfeited because the targeted level of performance for 2010 was not achieved. In 2011, the Company granted 240,000 shares, with a grant date fair value of $449, of restricted common stock to Mr. Butler under the Executive Incentive Plan. Mr. Butler earned 166,875 shares of the 2011 award based on the achievement of certain performance goals for the year ended December 31, 2011. This award was amortized to expense over the service period from the grant date through the vesting date of March 23, 2012 and is subject to the Executive Incentive Plan and the related award agreement. There were 166,875 shares of restricted stock awards outstanding to employees as of December 31, 2011 and no outstanding restricted stock awards as of December 31, 2010.

In addition, certain executives of the Company, including Mr. Butler, were granted an award opportunity of performance shares under the Executive Incentive Plan for the 1-year performance period ended December 31, 2011. A portion of the awards was earned based on the achievement of certain performance goals. The awards are subject to the terms of the Executive Incentive Plan and the related award agreements. The performance shares are payable 50% in cash and 50% in restricted stock or cash in lieu of restricted stock as determined by the Compensation Committee. On March 23, 2012, the Compensation Committee approved payment of 50% of the performance share awards earned in 2011 in restricted common stock. One-half of the performance share awards were amortized over the service period from the grant date through December 31, 2011 and the other half is being amortized over the period from the grant date through the vesting date of the restricted stock of January 1, 2013. The expense recorded for these awards was $217 and $0 for the years ended December 31, 2011 and 2010, respectively.

The Company granted 35,000 shares and 20,624 shares of restricted common stock in 2011 and 2010, respectively, to its non-employee Directors under the Directors' Plan. The aggregate fair market value on the date of grant was $56 for both 2011 and 2010. The aggregate fair market value of restricted stock awards that vested was $56 and $2 in 2011 and 2010, respectively. The outstanding shares of restricted stock awarded to non-employee directors as of December 31, 2011 will vest on the day immediately preceding the 2012 annual meeting of stockholders, unless the person is not serving as a director on that day.

As of December 31, 2011, there was a total unearned compensation balance attributable to restricted stock awards of $96. The cost is expected to be recognized over a weighted average period of 0.3 years. Compensation expense recognized for restricted stock awards during the years ended December 31, 2011 and 2010 was $292 and $35, respectively. The related tax benefit for the compensation expense was $0 for both years.

A summary of all restricted stock activity for the year ended December 31, 2011 is as follows:

				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value
Restricted Stock Outstanding at January 1, 2011		20,624		$	2.72
Granted		275,000			1.84
Forfeited		(73,125	)		1.87
Vested		(20,624	)		2.72
Restricted Stock Outstanding at December 31, 2011		201,875		$	1.82

Stock Options

A summary of all stock option activity for the year ended December 31, 2011 is as follows:

					Weighted
					Average
			Weighted		Remaining
	Number of		Average		Contractual		Aggregate
	Shares		Exercise Price		Term (Years)		Intrinsic Value
Options Outstanding at January 1, 2011		370,800	$	11.58		1.9	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Options Outstanding and Exercisable at December 31, 2011		370,800	$	11.58		0.9	$	-

At December 31, 2011, the market price per share of Company common stock was less than the exercise price of all outstanding options and, herefore, no intrinsic value is reflected in the above table.

There were no stock options granted in 2011 and 2010. The fair value of stock options on the date of grant is estimated using the Black-Scholes pricing valuation model.

The fair value of each option is amortized into compensation expense on a straight line basis between the grant date of the option and each vesting date.

There were no stock options exercised during the years ended December 31, 2011 or 2010. If any options are exercised, the Company intends to issue the shares related thereto from its authorized but unissued shares.

The intrinsic value of options that vested during the years ended December 31, 2011 and 2010 was $0 for both years. As of December 31, 2011, there were no unvested options.

Compensation expense recognized for stock options for the years ended December 31, 2011 and 2010 was $0 for both years. The related tax benefit for the compensation expense was $0 for both years.