Annual Report Form 10-K
    
PART II
ITEM 8: CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. STOCK BASED COMPENSATION

The Company has two stock incentive plans, the 1984 Employee Incentive Stock Option Plan (the 1984 Plan) and the 1994 Stock and Incentive Plan (the 1994 Plan). The 1984 Plan and the 1994 Plan allow for the grant of awards in respect of an aggregate of 401,250 and 1,172,500 shares of the Company's Common Stock, respectively. As of April 1, 2001, no shares were available for issue in respect of additional awards under the 1984 Plan and 120,400 shares were available for issue in respect of additional awards under the 1994 Plan. The 1994 Plan, which has a term of 10 years and expires in 2004, allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units and other performance awards. To date, only options have been granted as awards under the 1994 Plan. In addition to options outstanding under the 1984 Plan and the 1994 Plan, non-plan options to purchase an aggregate of 281,888 shares of the Company's Common Stock have been granted at the discretion of the Board of Directors or the Compensation Committee of the Board of Directors. Transactions involving options are summarized as follows:

 
2001  
2000  
1999  
 
Shares  
Weighted
Average
Exercise
Price  
Shares  
Weighted
Average
Exercise
Price  
Shares  
Weighted
Average
Exercise
Price  
Outstanding, beginning of year  
990,700  
$19.04  
702,200  
$18.23  
694,600  
$17.20  
Granted  
276,800  
23.50  
396,300  
20.14  
116,100  
19.89  
Exercised  
(23,200)
13.27  
(50,900)  
12.83  
(55,900)  
7.10  
Cancelled  
(67,300)
18.64  
(56,900)
22.19  
(52,600)
20.09  
Outstanding, end of year  
1,177,000  
$20.19  
990,700  
$19.04  
702,200  
$18.23 
Exercisable at  end of year  
459,300  
272,400  
323,300  
Weighted average fair value of  
  options granted  during the year  
$9.76  
$7.14  
$7.13  

Information about fixed stock options outstanding and exercisable as of April 1, 2001 is as follows:

OUTSTANDING  
EXERCISABLE  
Range of Exercise Price  
Shares  
Weighted
Average
Remaining
Contractual Life  
Weighted
Average
Exercise
Price  
Shares  
Weighted
Average
Exercise
Price  
$0.00-15.00  
243,800  
3.5  
$12.00  
243,800  
$12.00  
15.00-25.00  
825,800  
5.6  
20.91  
125,700  
19.11  
25.00-36.50  
107,400  
5.8  
32.08  
89,800  
32.63  
0.00-36.50  
1,177,000  
5.2  
20.19  
459,300  
17.98  

The Company applies APB Opinion No. 25 and the related interpretations in accounting for the plans. Accordingly, no compensation cost has been recognized for the Company's stock option plans. Had compensation cost for the Company's stock option plans been determined based on fair value at the grant dates for grants under the plans consistent with the methodology of SFAS No. 123 "Accounting for Stock-Based Compensation," the Company's net earnings and diluted earnings per share for fiscal years 2001, 2000 and 1999 would have been reduced to the pro forma amounts indicated as follows:

   
2001  
2000  
1999  
Net earnings (in thousands)  
As reported  
$ 5,274  
$ 5,543  
$1,972  
 
Pro forma  
3,231  
4,047  
830  
Diluted earnings per share  
As reported  
$ 1.13  
$ 1.20  
$ 0.43  
 
Pro forma  
0.69  
0.88  
0.18  

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants in fiscal years 2001, 2000, and 1999:

 
2001  
2000  
1999  
Dividend yield  
0.0%  
0.0%  
0.0%  
Expected volatility  
32.0%  
24.0%  
21.0%  
Risk-free interest rate  
4.8-6.5%  
5.2-6.7%  
4.4-5.7%  
Expected lives  
6 years  
6 years  
6-10 years  

During fiscal 2000, the Company adopted the Team Member Stock Purchase Plan. This plan permits eligible employees to purchase up to 200,000 shares of the Company's Common Stock at 85% of market price. The Company's only expense relating to this plan is for its administration. During fiscal 2001 and 2000, 6,449 and 1,695 shares, respectively, were sold to employees under this plan. The weighted average fair value of the shares sold in fiscal 2001 and 2000 was $16.11 and $14.77, respectively.