I. Share-based Compensation and Other Benefit Plans:

Equity incentive plan: The Company’s 2010 Equity Incentive Plan (the 2010 Plan) provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights. There are 3.0 million shares of common stock authorized for grant under the 2010 Plan. At June 30, 2013, there were 2.5 million shares of common stock available for grant under the 2010 Plan. The maximum term of incentive options granted under the 2010 Plan is ten years. The 2010 Plan replaced the Company’s 1998 Nonqualified Stock Option Plan (the 1998 Plan) and 1997 Incentive Stock Option Plan (the 1997 Plan). The 2010 Plan, the 1998 Plan and the 1997 Plan (collectively, the Plans) are administered by the Board of Directors and its Compensation Committee, which determine the persons who are to receive awards under the Plans, the number of shares subject to each award and the term and exercise price of each award. The number of shares of common stock subject to outstanding awards at June 30, 2013 under the 2010 Plan, the 1998 Plan and the 1997 Plan were 453,000, 234,000, and 43,000, respectively.

Stock option activity, under the Plans for the three years ended June 30, 2013, consists of the following (shares in thousands):

The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used:

The dividend yield is based on the Company’s historical annual cash dividend divided by the market value of the Company’s common stock. The expected annualized volatility is based on the Company’s historical stock price over a period equivalent to the expected life of the option granted. The risk-free interest rate is based on U.S. Treasury constant maturity interest rates with a term consistent with the expected life of the options granted.

The weighted average fair value of options granted during fiscal 2013, 2012 and 2011 was $9.72, $14.14 and $14.58, respectively. The total intrinsic value of options exercised during fiscal 2013, 2012 and 2011 were $405,000, $338,000 and $3.1 million, respectively. The total fair value of options vested during fiscal 2013, 2012 and 2011 were $1.5 million, $1.6 million and $1.0 million, respectively.

Fifteen thousand restricted common stock shares were issued in fiscal 2013 at a grant date fair value of $67.46 per share. Five thousand of the restricted shares vest in each of fiscal 2014 to 2016.

Stock-based compensation cost of $1.9 million, $1.6 million and $1.1 million was included in selling, general and administrative expense in fiscal 2013, 2012 and 2011, respectively. As of June 30, 2013, there was $3.0 million of unrecognized compensation cost related to non-vested stock options and restricted stock which will be expensed in fiscal 2014 through 2017. The weighted average period over which the compensation cost is expected to be recognized is 1.1 years.

Profit sharing plans:    The Company has profit sharing and savings plans for its U.S. employees, which conform to IRS provisions for 401(k) plans. The Company may make profit sharing contributions at the discretion of the Board of Directors. Operations have been charged for contributions to the plans of $754,000 and $718,000 for the years ended June 30, 2012 and 2011, respectively. No contribution was charged to operations for fiscal 2013. The Company operates defined contribution pension plans for employees of R&D Europe and Tocris. Operations have been charged for contributions to the plans of $603,000, $499,000 and $240,000 for the years ended June 30, 2013, 2012 and 2011, respectively.

Stock bonus plans:    The Company may make contributions to its stock bonus plans in the form of common stock, cash or other property at the discretion of the Board of Directors. The Company purchases its common stock at market value for contribution to the plans. For the years ended June 30, 2012 and 2011 operations have been charged for contributions to the plan of $715,000 and $690,000, respectively. No contribution to the plan was charged to operations in fiscal 2013.

Performance incentive program:    Under certain employment agreements with executive officers, the Company recorded cash bonuses of $334,000, $31,000 and $39,000 and granted options for 132,852, 22,932 and 3,364 shares of common stock for the years ended June 30, 2013, 2012 and 2011, respectively. In addition, 15,000 restricted common stock shares were issued in fiscal 2013.