Bridgford Foods Corp | Investor Service

2003 Annual Report

Stock Incentive Plan

The Company’s 1999 Stock Incentive Plan (“the Plan”) was approved by the Board of Directors on January 11, 1999 and 275,000 options were granted on April 29, 1999. During fiscal year 2000, 25,000 options were canceled. Under the Plan, the maximum aggregate number of shares which may be optioned and sold is 900,000 shares of common stock, subject to adjustment upon changes in capitalization or merger. Generally, options granted under the plan vest in annual installments over four years following the date of grant (as determined by the Board of Directors) subject to the optionee’s continuous service. Options expire ten years from the date of grant with the exception of an incentive stock option granted to an optionee who owns stock representing more than 10% of the voting power of all classes of stock of the Company, in which case the term of the option is five years. Options generally terminate three months after termination of employment or one year after termination due to permanent disability or death. Options are generally granted at a fair market value determined by the Board of Directors subject to the following:

a.) With respect to options granted to an employee or service provider who, at the time of grant owns stock representing more than 10% of the voting power of all classes of stock of the Company; the per share exercise price shall be no less than 110% of the fair market value on the date of grant.

b.) With respect to options granted to an employee or service provider other than described in the preceding paragraph, the exercise price shall be no less than 100% for incentive stock options and 85% for non-statutory stock options of the fair market value on the date of grant.

No options have been granted, exercised, canceled or forfeited for the last four fiscal years.

As of November 3, 2006, 250,000 options were outstanding at an exercise price of $10.00 per share.

401(K) Plan for Sales, Administrative, Supervisory and Certain Other Employees

During the fiscal year ended November 3, 2006, the Company implemented a qualified 401(K) retirement plan (the “Plan”) for its sales, administrative, supervisory and certain other employees. During fiscal year 2006, the Company made total contributions to the Plan as of $229,000.

NOTE 4- Income Taxes:

The provision (benefit) for taxes on income includes the following:

 

 

2006 2005

2004

Current:

   

 

 

Federal

$(171) $(1,262)

$1,174

 

State

28 (208)

99

  (143) (1,470) 1,273)
Deferred:      
 

Federal

357 318 (1,358)
 

State

43 (159) 100
    400 159 (1,258)
    $257 $(1,311) $15
         
The total tax provision (benefit) differs from the amount computed by applying the statutory federal income tax rate to income (loss) before income taxes as follows:
 

 

2006 2005

2004

  (Benefit) provision for federal income taxes at the applicable statutory rate $509 $(766) $13
  (Decrease) increase in provision resulting from state income taxes, net of federal
income tax benefit
44 (90) 1
  Tax reserve release (330)
  Research & development tax credit (154)
  Non-taxable life insurance gain (142) (202)
  Other, net 77 1
    $257 $(1,311) $15