—Stock Incentive Compensation

Stock Incentive Compensation falls under the scope of ASC 718 "Compensation – Stock Compensation" and affects the stock awards that have been granted and requires us to expense share-based payment ("SBP") awards with compensation cost for SBP transactions measured at fair value. For stock options, we have elected to use the simplified method of calculating the expected term and historical volatility to compute fair value under the Black-Scholes option-pricing model. The risk-free rate for periods within the contractual life of the option is based on the U.S. zero coupon Treasury yield in effect at the time of grant. For restricted stock and restricted stock units, we are computing fair value based on a 20-day EMA as of the close of business the Friday preceding the award date. We do not estimate a forfeiture rate at the time of grant, instead we elected to recognize share-based compensation expense when actual forfeitures occur.

2016 Equity and Incentive Compensation Plan

Long-Term/Annual Incentives

On March 9, 2016, stockholders approved and adopted the 2016 Equity and Incentive Compensation Plan ("2016 Plan") which replaced the Amended and Restated 1993 Key Employee Stock Incentive Program. The 2016 Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to officers and other key employees, including directors, of the Company and our subsidiaries (i) option rights, (ii) appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) cash incentive awards, performance shares and performance units and (vi) other awards. An aggregate of 1,500 shares of Common Stock, subject to adjustment upon occurrence of certain events to prevent dilution or expansion of the rights of participants that might otherwise result from the occurrence of such events, was reserved for issuance pursuant to the Incentive Plan. An individual’s award of options and / or appreciation rights is limited to 500 shares during any calendar year. Also, an individual's award of restricted shares, restricted share units and performance based awards is limited to 350 shares during any calendar year.

The following table summarizes the Company's Incentive Plan activity during the years ended October 31, 2017, 2016, and 2015:



	Stock Options				Restricted Stock				Restricted Stock Units
Outstanding at:	Options		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life	Restricted Shares		20 Day EMA	Weighted Average Remaining Contractual Life	Restricted Share Units		20 Day EMA	Weighted Average Remaining Contractual Life



November 1, 2014	123		$9.69	5.15	117		$16.81	2.58	—		—
Granted	—		—		84		11.22		—		—
Options exercised or restricted stock vested	(19	)	8.19		(69	)	14.99		—		—
Forfeited or expired	(13	)	11.80		(8	)	20.64		—		—
October 31, 2015	91		$9.70	4.10	124		$13.77	2.28	—		—
Granted	—		—		312		4.30		22		$4.17
Options exercised or restricted stock vested	—		—		(54	)	16.53		—		—
Forfeited or expired	(1	)	12.04		(6	)	5.71		—		—
October 31, 2016	90		$9.67	3.04	376		$6.11	1.83	22		$4.17	1.46
Granted	—		—		247		7.94		29		8.62
Options exercised or restricted stock vested	(8	)	9.79		(174	)	6.11		(14	)	4.17
Forfeited or expired	(24	)	13.38		(8	)	9.57		(1	)	7.06
October 31, 2017	58		$8.16	2.53	441		$7.07	1.60	36		$7.69	1.82

We recorded stock compensation expense related to stock options, restricted stock and restricted stock units during the fiscal years ended October 31, 2017, 2016 and 2015 as follows:



	2017		2016		2015
Stock options	$	—	$	—	$	15
Restricted stock (1)	1,583		1,035		1,010
Restricted stock units	115		37		—
Total	$	1,698	$	1,072	$	1,025

(1) Includes $60 of additional expense from the impact of early adopting ASU 2016-09 for the fiscal year ended October 31, 2017.

Stock Options

The exercise price of each stock option equals the market price of our common stock on its grant date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized on a straight-line basis over the applicable vesting period. Our stock options generally vest over three years, with a maximum term of ten years. Incentive stock options were not granted during fiscal years 2017, 2016, and 2015.

Cash received from the exercise of options for the fiscal years ended October 31, 2017 and 2015 was $78 and $159, respectively. Stock options were not exercised during the fiscal year ended October 31, 2016. At October 31, 2017, the options outstanding and exercisable had an intrinsic value of $137. Options that have an exercise price greater than the market price on October 31, 2017 were excluded from the intrinsic value computation. The intrinsic value of options exercised during fiscal 2017 and 2015 was $40 and $18, respectively. Stock options were not exercised during the fiscal year ended October 31, 2016.

The following table provides additional information regarding options outstanding as of October 31, 2017:



Exercise Prices	Options Outstanding	Exercise Price of Options Outstanding and Options Exercisable	Options Exercisable	Weighted Average Remaining Contractual Life


$2.11	8,000	$2.11	8,000	1.12
$5.30	18,166	$5.30	18,166	1.78
$12.04	26,000	$12.04	26,000	3.11
$8.10	6,000	$8.10	6,000	4.14
Totals	58,166		58,166

Restricted Stock Awards

The grant date fair value of each restricted stock award equals the fair value of our common stock based on a 20-day EMA as of the close of business on the Friday preceding the award date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. The vesting periods range between one to four years. As of October 31, 2017, there was approximately $1,982 of total unrecognized compensation costs related to these restricted stock awards to be recognized over the next three fiscal years.

Restricted Stock Units

The grant date fair value of each restricted stock unit equals the fair value of our common stock based on a 20-day EMA as of the close of business on the Friday preceding the award date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. The vesting periods range between one to three years. As of October 31, 2017, there was approximately $181 of total unrecognized compensation expense related to these restricted stock units that is expected to be recognized over the next three fiscal years.

Cash Incentive Award Agreements

Under the provisions of the 2016 Plan, we granted certain awards pursuant to Cash Incentive Award Agreements to 12 executives on March 10, 2016. Additional awards were granted on December 14, 2016 to approximately 70 executives and director level employees. These awards were designed to provide the individuals with an incentive to participate in the long-term success and growth of the Company. The Cash Incentive Award Agreements provide for cash-based awards that vest upon payment. These awards are performance-based and are re-evaluated each period and assessed for the probability that the targets will be met. The awards granted on March 10, 2016 will be paid after October 31, 2019, if certain performance goals are achieved. The awards granted on December 14, 2016 will be paid after October 31, 2020, if certain performance goals are achieved. These awards are also subject to payment upon a change in control or termination of employment, if certain performance goals are achieved. One half of the awards will be based on 3-year return on capital employed and 3-year EBITDA as adjusted goals, which could range from 0% to 200% based on the achievement of performance goals. These awards represent unfunded, unsecured obligations of the Company.

During fiscal year 2017, we recorded expense related to these awards of $536. At October 31, 2017, we had a liability of $536 related to these awards and is presented as other accrued expenses in the consolidated balance sheets.

Incentive Bonus Plans

We maintain a Management Incentive Plan ("MIP") to provide the Chief Executive Officer and certain eligible employees ("participants") incentives for superior performance. The MIP is administered by the Compensation Committee of the Board of Directors and entitles the participants to be paid a cash bonus based upon varying percentages of their respective salaries, the level of achievement of the corporate goals established by the Compensation Committee and specific individual goals as established by the Chief Executive Officer (for employees other than the CEO). For fiscal year 2017, the Compensation Committee established goals for participants based on the Company's earnings before interest, taxes, depreciation and amortization and return on capital employed. For fiscal year 2016, the Compensation Committee established goals for participants based on the Company's earnings before interest, taxes, depreciation and amortization and return on invested capital and for fiscal year 2015, the established goals for participants were based on the Company's earnings before interest, taxes, depreciation and amortization. The incentive depends upon meeting the operating targets and, for participants at an operating unit, 50% is based upon attaining the corporate goals for the Company's performance. The MIP is accrued throughout the year based on forecast performance targets. For fiscal 2017, participants in the MIP received an aggregate bonus of $9,660 under the MIP, which will be paid in the first quarter of fiscal 2018. The aggregate bonus is included in the consolidated balance sheet in other accrued liabilities for the fiscal year ended October 31, 2017. For both fiscal 2016 and 2015, the Company did not meet the established targets and therefore participants were not eligible for a bonus payout under the MIP.