Note 13: INCENTIVE STOCK COMPENSATION PLANS

As of November 30, 2006, the Company had outstanding grants under the following share-based compensation plans:

• 1994 Non-Employee Director Stock Option Plan ("1994 Plan") - The 1994 Plan was terminated in 2001, except as to the outstanding options. A total of 240,000 new shares of common stock were made available for awards to nonemployee directors. Non-employee directors were granted options to purchase the Company's common stock at prices not less than 100% of market value on the date of grant. Such options vested in equal annual installments over four years and terminate ten years from the dates of grant.
• 2001 Stock Incentive Plan ("2001 Plan") - The 2001 Plan was terminated in 2004, except as to the outstanding stock options and restricted stock grants. A total of 380,000 new shares of common stock were made available for awards to key employees and non-employee directors. The 2001 Plan served as the successor to the 1994 Plan and superseded that plan. Non-employee directors were granted options under the 2001 Plan to purchase the Company's common stock at prices not less than 100% of market value on the date of grant. Such options vested in equal annual installments over four years. Such options terminate ten years from the date of grant. Key employees were granted restricted stock under the 2001 Plan. Such restricted stock grants vested in equal annual installments over four years.
• 2004 Stock Incentive Plan ("2004 Plan") - The 2004 Plan serves as the successor to the 2001 Plan and supersedes that plan. A total of 525,000 new shares of common stock were made available for awards to key employees and nonemployee directors and may include, but are not limited to, stock options and restricted stock grants. Non-employee directors were granted options under the 2004 Plan to purchase the Company's common stock at prices not less than 100% of market value on the date of grant. Such options vest in equal annual installments over four years and terminate ten years from the date of grant. Key employees were granted restricted stock under the 2004 Plan. Such restricted stock grants vest in equal annual installments over three years. During the twelve months ended November 30, 2006, the Company granted 45,000 restricted shares to key employees with fair value of $2,461,000 and 6,000 restricted shares to non-employee directors with fair value of $360,000.

In addition to the above, on January 24, 2001, non-employee directors were granted options to purchase the Company's common stock at prices not less than 100% of market value on the dates of grant. Such options vested in equal annual installments over four years and terminate ten years from the dates of grant. At November 30, 2006, there were 24,000 shares subject to such stock options.

Prior to December 1, 2005, the Company applied Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations in accounting for its various stock option plans. Effective December 1, 2005, the Company adopted SFAS No. 123 (revised 2004), "Share-Based Payments", using the Modified Prospective Application method. SFAS No. 123 (R) requires the Company to measure all employee stock-based compensation awards using the fair-value method and to record such expense in its consolidated financial statements. Under the Modified Prospective Application method, financial results for the prior periods have not been adjusted. Stock-based compensation expense for the year ended November 30, 2006 includes: (a) compensation expense for all stock-based compensation awards granted prior to, but not yet vested, as of December 1, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", and (b) compensation expense for all stock-based compensation awards granted subsequent to November 30, 2005, based on the grantdate fair value estimated in accordance with the provisions of SFAS No. 123 (R).

As a result of adopting SFAS No. 123 (R), the Company's income from continuing operations before income taxes and equity in earnings of joint venture for the year ended November 30, 2006 included compensation expense of $111,000, net of taxes of $40,000, related to stock-based compensation arrangements. This amount reduced basic earnings per share and diluted earnings per share from continuing operations by $.01 for the year ended November 30, 2006. There were no capitalized share-based compensation costs for the year ended November 30, 2006.

Prior to the adoption of SFAS No. 123 (R), the Company reported all tax benefits resulting from the exercise of stock options as operating cash flows in its consolidated statements of cash flows. In accordance with SFAS No. 123 (R), the Company will present excess tax benefits from the exercise of stock options as financing cash flows. For the year ended November 30, 2006, excess tax benefits totaled $2,469,000.

The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation for the year ended November 30: 

The following summarizes information about stock options outstanding as of November 30, 2006:

Current Year Stock-Based Compensation

For the fiscal year ended November 30, 2006, no options were granted, forfeited or expired. The aggregate intrinsic value in the table above represents the total pretax intrinsic value, which is the difference between the Company's closing stock price on the last trading day of fiscal 2006 and the exercise price times the number of shares that would have been received by the option holders if they had exercised their options on November 30, 2006. This amount will change based on the fair market value of the Company's stock. The aggregate intrinsic value of stock options exercised for the years ended November 30, 2006, 2005 and 2004 was $13,870,000, $4,781,000 and $2,481,000, respectively. As of November 30, 2006, there was $1,952,000 of total unrecognized compensation cost related to stockbased compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.5 years.

For the years ended November 30, 2006, 2005 and 2004, 51,000, 42,500 and 56,000 shares of restricted stock were granted, respectively. The weighted-average grant-date fair value of such restricted stock was $55.31, $36.20 and $34.50, respectively. The fair value of restricted stock vested for the years ended November 30, 2006, 2005 and 2004 was $3,973,000, $1,738,000 and $760,000, respectively.

Net cash proceeds from stock option exercises for the years ended November 30, 2006, 2005 and 2004 was $7,994,000, $5,300,000 and $3,315,000, respectively. The Company's policy is to issue shares from its authorized shares upon the exercise of stock options.