NOTE 10 -
Stock Options and Restricted Stock

The Company has a plan under which stock options may be granted to officers and key employees for the purchase of a maximum of 3,000,000 shares of common stock. Under the terms of the plan, options may be either incentive or nonqualified. The options have a term of ten years. The exercise price per share, determined by a committee of the Board of Directors, may not be less than the fair market value on the grant date. The options are exercisable over periods determined when granted.
     The Company applies APB Opinion No. 25 "Accounting for Stock Issued to Employees" and related interpretations in accounting for its stock option plan. Accordingly, no compensation cost has been recognized in the Company s financial statements. Had compensation cost for the Company's Stock option plan been determined based on the fair value of such awards at the grant dates, consistent with the methods of SFAS No. 123 "Accounting for Stock-Based Compensation," the Company's total and per share net income would have been reduced as follows:

             
        2001 2000 1999
  Net income (loss) As reported   $(49,333) $(29,175) $70,901
    Pro forma   (49,343) (29,351) 67,852
  Basic earnings per share As reported   $ (1.79) $ (1.06) $ 2.53
    Pro forma   (1.79) (1.07) 2.42
  Diluted earnings per share As reported   $ (1.79) $ (1.06) $ 2.52
    Pro forma   (1.79) (1.07) 2.41
             

The weighted average fair values of options granted in fiscal years 2001, 2000, and 1999 were estimated at $3.88, $3.05, and $7.82 per share, respectively, using the Black-Scholes option-pricing model based on the following assumptions:

       
    2001  
  Risk-free interest rate 4.2%  
  Dividend yield 4.6%  
  Expected life 5 years  
  Expected volatility 30.3%  
       
     
2000 1999
5.8% 5.5%  
4.6% 2.8%  
5 years 5 years  
30.9% 29.5%  
     

The stock option activity is 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
2,137,092   $23.070    
1,564,890
 
$30.424
 
1,757,340
 
$30.385
 
  Granted 436,000   18.950   912,870   13.157   18,000   29.049  
  Exercised (8,000)   15.438   ---   ---   (40,950)   20.125  
  Canceled (322,856)   26.571   (340,668)   29.862   (169,500)   32.363  
  Outstanding, end of year 2,242,236   21.722  
 
2,137,092   23.070   1,564,890   30,424  
                           

Following is a summary of the status of stock options outstanding at December 30, 2001:

               
  NUMBER
OUTSTANDING
  NUMBER
EXERCISABLE
  EXERCISE
PRICE
  REMAINING
TERM
  204,250   204,250   $20.125   4 years
  105,000   105,000   32.375   5 years
  110,600   107,400   35.313   6 years
  400,300   244,400   34.125   7 years
  149,396   137,467   30.250   7 years
  5,000   5,000   28.975   8 years
  150,670   93,174   15.053   9 years
  706,520   186,125   12.625   9 years
  48,500   ---   16.108   10 years
  15,000   ---   16.117   10 years
  347,000   ---   19.470   10 years
               

     Certain officers of the Company participate in a restricted stock program. In fiscal years 2001 and 2000, the Company awarded 38,000 and 168,839 restricted shares of common stock, respectively. The market value of these shares awarded for fiscal years 2001 and 2000 were $477 and $2,079, respectively. These amounts are recorded as unearned compensation-restricted stock and are shown as a reduction of shareholders' equity. Unearned compensation is being amortized to expense over vesting periods of three, four and five years, and amortization for fiscal years 2001 and 2000 amounted to $685 and $98, respectively. In fiscal 2001 there were forfeitures of 3,000 restricted shares with a market value of $37.
     All restricted stock program participants are entitled to receive cash dividends and to vote their shares. However, the sale or transfer of these shares are restricted during the vesting period. In addition, participants are entitled to future restricted stock awards in 2002 if certain financial objectives are achieved.


Standard Register                          
2001 Annual Report