EQUITY-BASED INCENTIVE AWARDS:

12 Months Ended

Sep. 30, 2012

EQUITY-BASED INCENTIVE AWARDS:

EQUITY-BASED INCENTIVE AWARDS:

14. EQUITY-BASED INCENTIVE AWARDS:

Omnibus Plan

The Company has an Omnibus Incentive Plan ("the Omnibus Plan") which provides for equity incentives to employees. The Omnibus Plan was designed with the intent of encouraging employees to acquire a vested interest in the growth and performance of the Company. The Omnibus Plan permits the issuance of up to 150,000 shares of the Company's common stock in the form of stock options, restricted stock awards, restricted stock units, performance share awards as well as awards such as stock appreciation rights, performance units, performance shares, bonus shares, and dividend share awards payable in the form of common stock or cash. The number of shares issuable under the Omnibus Plan is subject to customary adjustments in the event of stock splits, stock dividends, and certain other distributions on the Company's common stock. At September 2012, awards with respect to a total of 108,925 shares, net of forfeitures, had been awarded pursuant to the Omnibus Plan and awards with respect to another 41,075 shares may be awarded under the plan.

Stock Options

During fiscal 2012, the Company issued 6,500 incentive stock options to various employees pursuant to the provisions of the Company's Omnibus Plan. These awards vest in equal installments over a five year service period and had an estimated fair value of approximately $0.1 million using the Black-Scholes option pricing model. The following assumptions were used in connection with the Black-Scholes option pricing calculation:

	Stock Option Pricing Assumptions
Risk-free interest rate		2.39	%
Dividend yield		1.10	%
Expected volatility		27.90	%
Expected life in years		6

The stock options issued by the Company expire ten years from the grant date and include graded vesting schedules up to five years in length. Stock options issued and outstanding at September 2012 are summarized as follows:

							Exercisable
	Exercise Price	Number Outstanding		Remaining Weighted-Average Contractual Life	Weighted-Average Exercise Price		Number Exercisable		Weighted-Average Exercise Price
Fiscal 2003	$28.80		42	0.07 years	$	28.80		42	$	28.80
Fiscal 2007	$18.00		25,000	4.20 years	$	18.00		25,000	$	18.00
Fiscal 2010	$51.50		5,500	7.58 years	$	51.50		2,200	$	51.50
Fiscal 2012	$53.80 - $65.97		6,500	9.09 years	$	54.74		—	$	—
			37,042		$	29.43		27,242	$	20.72

The following is a summary of stock option activity during fiscal 2012:

	Number of Shares			Weighted Average Exercise Price
Outstanding at September 2011		30,583		$	24.05
Granted		6,500			54.74
Exercised		(41	)		28.80
Forfeited/Expired		—			—
Outstanding at September 2012		37,042		$	29.43

At September 2012, total unamortized compensation expense related to stock options was approximately $0.1 million. This unamortized compensation expense is expected to be amortized over approximately the next 40 months.

The aggregate intrinsic value of stock options outstanding was approximately $1.3 million and $1.0 million at September 2012 and September 2011, respectively. The aggregate intrinsic value of stock options exercisable was approximately $1.2 million and $1.0 million at September 2012 and September 2011, respectively.

The total intrinsic value of stock options exercised during fiscal 2012 was less than $0.1 million and was $0.1 million during fiscal 2011. The total fair value of stock options vested was approximately $0.1 million in both fiscal 2012 and fiscal 2011.

Restricted Stock Units

At September 2012, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock unit awards to members of the Company's management team pursuant to the provisions of the Company's Omnibus Plan:

	Restricted Stock Units(1)	Restricted Stock Units(2)	Restricted Stock Units(3)
Date of award:	November 22, 2010	November 22, 2010	October 26, 2011
Original number of awards issued:	38,400	12,000	15,900
Service period:	24 months	36 months	36 months
Estimated fair value of award at grant date:	$2,765,000	$864,000	$855,000
Awards outstanding at September 2012	12,800	8,000	15,900
Fair value of non-vested awards at September 2012:	$832,000	$520,000	$1,034,000

(1)

25,600 of the restricted stock unit awards were vested as of September 2012. The remaining 12,800 restricted stock units will vest on October 26, 2012.

(2)

4,000 of the restricted stock units were vested as of September 2012. The remaining 8,000 restricted stock units will vest in equal amounts on November 22, 2012 and November 22, 2013.

(3)

The 15,900 restricted stock units will vest in equal amounts on October 25, 2012, October 25, 2013 and October 25, 2014.

There is no direct cost to the recipients of the restricted stock units, except for any applicable taxes. The recipients of the restricted stock units are entitled to the customary adjustments in the event of stock splits, stock dividends, and certain other distributions on the Company's common stock. All cash dividends and/or distributions payable to restricted stock recipients will be held in escrow until all the conditions of vesting have been met.

The restricted stock units provide that the recipients can elect, at their option, to receive either common stock in the Company, or a cash settlement based upon the closing price of the Company's shares, at the time of vesting. Based on these award provisions, the compensation expense recorded in the Company's Condensed Statement of Operations reflects the straight-line amortized fair value based on the period end closing price.

Net income before income taxes included compensation expense related to the amortization of the Company's restricted stock unit awards of approximately $1.4 million and $1.8 million during fiscal 2012 and fiscal 2011, respectively. The tax benefit related to this compensation expense was approximately $0.5 million and $0.7 million during fiscal 2012 and 2011, respectively. The total intrinsic value of restricted stock units vested during fiscal 2012 and fiscal 2011 was approximately $1.0 million and $0.9 million, respectively.

Total unamortized compensation expense for these awards based on the September 2012 closing price was approximately $1.1 million. This unamortized compensation expense, plus any changes in the fair value of the awards through the settlement date, are expected to be amortized over approximately the next 20 months (the weighted-average period). The following summarizes restricted stock unit activity under the Omnibus Plan during fiscal 2012:

	Number of Shares			Weighted Average Fair Value
Nonvested restricted stock units at September 2011		37,600		$	57.00
Granted		15,900		$	53.80
Vested		(16,800	)	$	56.58
Expired		—		$	—
Nonvested restricted stock units at September 2012		36,700		$	65.00