14. Stock-Based Compensation

The Company’s 2003 Omnibus Equity Incentive Plan (the “2003 Plan”), as amended, provides for the grant of options and restricted stock to key employees, directors and consultants of the Company up to an aggregate of 5.8 million shares of common stock of the Company. The 2003 Plan is administered by the Compensation Committee of the Board of Directors, which is comprised only of independent directors, and which must approve individual awards to be granted, vesting and exercise of share conditions.

In connection with a dividend payable in the form of two shares of the Class A Common Stock for each outstanding share of Common Stock and Class B Common Stock on February 5, 2007, the 2003 Plan was amended to include 9,734,982 shares of Class A Common Stock authorized for issuance. As a result of recent amendments, there is a total of 5,800,000 shares of Common Stock, 19,734,982 shares of Class A Common Stock and 500,000 shares of Preferred Stock authorized under the 2003 Plan. If and when the Company issues any shares of Preferred Stock under the 2003 Plan, it will reduce the amount of Class A Common Stock available for future issuance in an amount equal to the number of shares of Class A Common Stock that are issuable upon conversion of such Preferred Stock.

The Company has a Nonemployee Director Stock Option Plan (the “Director Plan”) which provides for the grant of options and restricted stock to nonemployee directors of the Company. The Director Plan, as amended, provides for the granting to each independent director of options to purchase a number of shares equal to $200,000 divided by the fair market value of the Company’s common stock on the date of each annual meeting of stockholders and a number of shares of restricted stock equal to $20,000 divided by such fair market value.

As of September 27, 2014, there were approximately 2.3 million shares of Common Stock, 8.6 million shares of Class A Common Stock and no shares of Preferred Stock reserved for outstanding equity awards, and there were approximately 2.7 million shares of Common Stock, 8.5 million shares of Class A Common Stock and 0.5 million shares of Preferred Stock remaining for future awards.

Stock Option Awards

The Company recognized share-based compensation expense of $7.7 million, $15.9 million and $7.5 million for the years ended September 27, 2014, September 28, 2013 and September 29, 2012, respectively, as a component of selling, general and administrative expenses. Share-based compensation expense in fiscal 2014, 2013 and 2012, consisted of $2.8 million, $2.7 million and $3.8 million for stock options, and $3.0 million, $11.2 million and $1.7 million for stock awards. Share-based compensation expense in fiscal 2014, 2013 and 2012 also includes $1.9 million, $2.0 million and $2.0 million for the Company’s 401(k) matching contributions.

From fiscal 2008 to fiscal 2011, the Company granted stock options under its 2003 Plan that included performance targets and time-based vesting to key employees and executives. In March 2012, the Company eliminated all of the past and future performance goals relating to stock options granted from fiscal 2008 to fiscal 2011, except for the performance goals relating to the overall Company performance. The Company took this action because, as a result of the Company’s reorganization around functional lines during 2011, the extent to which cumulative performance targets for segments or business units have been or may be achieved became difficult or impossible to measure and the changes underway within the Company were not contemplated when the Company granted the options. After the amendment, 20% of the shares covered by each award continue to be performance-based. The time vested component of the options did not change. Approximately 250 employees were affected by the modification, and no additional compensation cost was recorded.

The performance-based component of the options granted in fiscal 2008 was achieved and 60% of the performance-based component of the options granted in fiscal 2009 was achieved and the related expense was recorded over the estimated service period. The Company currently estimates the performance-based component of the options granted in fiscal 2010 and 2011 is not probable of achievement and are not recording related expense. As of September 27, 2014, there were 4 million of unvested options, of which approximately 0.7 million are subject to performance based vesting criteria. To the extent Company goals are or are not achieved, the amount of stock-based compensation recognized in the future will be adjusted.

During fiscal 2014, the Company granted time-based stock options with an exercise price based on the closing fair market value on the date of the grant. The options granted in fiscal 2014 vest in four annual installments commencing approximately one year from the date of grant and expire approximately six years after the grant date.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. Expected stock price volatilities are estimated based on the Company’s historical volatility. The expected term of options granted is based on analyses of historical employee termination rates, option exercises and the contractual term of the option. The risk-free rates are based on U.S. Treasury yields, for notes with comparable terms as the option grants, in effect at the time of the grant. For purposes of this valuation model, no dividends have been assumed.

The Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions: expected life from the date of grant, 3.5 years in fiscal 2014, 3.5 years in fiscal 2013 and 3.5 years in fiscal 2012; stock price volatility, 34.3% in fiscal 2014, 34.8% in fiscal 2013 and 37.9% in fiscal 2012; risk free interest rates, 1.6% in fiscal 2014, 1.2% in fiscal 2013 and 0.9% in fiscal 2012; and no dividends during the expected term.

The following table summarizes option activity for the period ended September 27, 2014:

The weighted average grant date fair value of options granted during the fiscal years ended September 27, 2014, September 28, 2013 and September 29, 2012 was $1.93, $1.72 and $2.72. The total intrinsic value of options exercised during the fiscal years ended September 27, 2014, September 28, 2013 and September 29, 2012 was $1.4 million, $1.1 million and $5.1 million, respectively.

As of September 27, 2014, there was $5.1 million of total unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a remaining weighted average vesting period of 2 years.

Restricted Stock Awards

As of September 27, 2014 and September 28, 2013, there were approximately 1.6 and 0.9 million shares, respectively, of restricted stock awards outstanding. The awards granted in fiscal 2014 generally vest in four annual installments commencing approximately one year from the date of grant. In fiscal 2014, approximately $6.4 million of bonus amounts earned in fiscal 2013 were paid by granting approximately 570,000 restricted shares that vested immediately.

Restricted stock award activity during the three fiscal years in the period ended September 27, 2014 is summarized as follows:

The weighted average grant date fair value of restricted stock awards granted during the fiscal years ended September 27, 2014, September 28, 2013 and September 29, 2012 was $7.99, $9.26 and $9.16, respectively. The aggregate fair value as of the vesting date of restricted shares that vested was $1.7 million, $3.4 million and $0.9 million for fiscal 2014, 2013 and 2012, respectively.

As of September 27, 2014, there was $10.1 million of unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a weighted average period of two years.