7. STOCK OPTION PLANS

Key Person Stock Plan

In March 1985, the Board of Directors approved the Company’s Key Person Stock Plan (the "Key Person Plan") and authorized that 560,000 shares of Class A common stock be reserved for issuance under such plan. Under the terms of the Key Person Plan, the Company is authorized to sell shares at the then fair market value of Class A common stock to officers and other key employees of and consultants to the Company. To date, 394,800 have been issued under the Key Person Plan, of which an aggregate 112,000 shares were repurchased by the Company and are held in treasury at March 31, 2001 and 2000. No Class A common stock was issued pursuant to this plan during the years ended March 31, 2001, 2000 and 1999. At March 31, 2001, 165,200 shares of common stock were available for future issuance; however, the Company does not intend to issue additional shares under the Key Person Plan.

Incentive Stock Option Plan

On January 26, 1993, the Board of Directors approved the Company’s 1992 Incentive Stock Option Plan (the "1992 Plan"). Under the terms of the 1992 Plan, the Company is authorized to grant incentive stock options to purchase shares of Class A common stock to officers and other employees of and consultants to the Company. The aggregate number of shares of Class A common stock which may be issued pursuant to the 1992 Plan is 812,000. Vesting is determined by the Board of Directors. All options issued were issued to employees and vested immediately upon issuance. All options granted under the 1992 Plan were converted to options to purchase common stock on May 28, 1998. At March 31, 2001, no options were available for future grant under the 1992 Plan.

1997 Stock Plan

In October 1997, the Board of Directors approved the Company’s 1997 Stock Plan (the "Plan"), and authorized that 500,000 shares of Class A common stock be reserved for issuance under such plan. Under the terms of the Plan, the Company is authorized to grant incentive stock options and non-qualified stock options, as well as awards and direct purchases of Class A common stock to employees, consultants, directors and officers of the Company. In March 1998, the Board of Directors voted to amend the Stock Plan to provide, among other things, that the number of shares reserved for issuance under the Stock Plan be increased from 500,000 shares of Class A common stock to 1,500,000 shares of Class A common stock. In connection with the conversion of Class A common stock to common stock as part of the initial public offering, all options granted and available for grant under the Plan were converted to options to purchase common stock on May 28, 1998. In March 1999, the Board of Directors voted to increase the authorized number of shares for issuance under the Plan to 3,000,000, which vote was ratified and approved by the Company’s shareholders at the July 28, 1999 Annual Meeting of Shareholders.

1998 Employee Stock Purchase Plan

The 1998 Employee Stock Purchase Plan (the "1998 Plan"), provides for the grant of rights to eligible employees on a semi-annual basis to purchase shares of the Company’s common stock. The 1998 Plan allows eligible employees to purchase up to 500 shares at the lessor of (1) 85% of the average market price of the common stock on the first business day of the Payment Period or (2) 85% of the average market price of the common stock on the last business day of the Payment Period. The participant can contribute up to 10% of total compensation to the 1998 Plan.