Quarterly report pursuant to sections 13 or 15(d)

Stock-Based Compensation

v2.4.0.6
Stock-Based Compensation
3 Months Ended
Mar. 31, 2013
Stock-Based Compensation
9. Stock-Based Compensation:

The Company adopted a stock option plan in 1994 (the “1994 Plan”) that provided for the grant of incentive stock options and nonqualified stock options, and reserved 450,000 shares of the Company’s common stock for future issuance under the plan. The option price must have been at least 100% of market value at the date of the grant and the options have a maximum term of 10 years. Options granted typically vest ratably over a three-year period or based on achievement of performance criteria. The Company typically grants selected executives and other key employees share option awards, whose vesting is contingent upon meeting various departmental and company-wide performance goals including sales targets and net profit targets. As of March 31, 2013, options to purchase 12,000 shares of common stock were vested and exercisable under the 1994 Plan. The 1994 Plan terminated in 2004.

On September 18, 2003, the Company adopted a stock option plan (the “2003 Plan”) that provides for the grant of incentive stock options and nonqualified stock options, and reserved 450,000 additional shares of the Company’s common stock for future issuance under the plan. The 2003 Plan was subsequently amended to increase the number of shares reserved for issuance thereunder to 670,000. During 2008, the 2003 Plan was further amended to increase the number of shares reserved for issuance to 810,000. During 2010, the 2003 Plan was further amended to increase the number of shares reserved for issuance thereunder to 1,160,000. The option price of incentive stock options must be at least 100% of market value at the date of the grant and incentive stock options have a maximum term of 10 years. Options granted typically vest ratably over a three-year period or based on achievement of performance criteria. The Company typically grants selected executives and other key employees share option awards, whose vesting is contingent upon meeting various departmental and company-wide performance goals including sales targets and net profit targets. The 2003 Plan does not contain any provisions which would trigger automatic vesting upon a change in control. As of March 31, 2013, 680,868 shares of common stock were vested and exercisable under the 2003 Plan. In 2009, the Company amended the 2003 Plan to extend the post-service termination exercise period of nonstatutory stock options granted to directors for their service to the Company as directors from three months after the director’s termination date to the tenth anniversary of the date of grant.

 

The following table summarizes activity in the stock option plans for the three months ended March 31, 2013:

 

     Shares
Available
for Future
Grant
    Number of
Shares
Outstanding
Under Option
    Weighted
Average
Exercise
Price
 

Balance, January 1, 2012

     353,953        737,020      $ 4.26   

Options granted at market

     (54,250     54,250        0.54   

Options forfeited or expired

     81,467        (84,467     1.83   
  

 

 

   

 

 

   

 

 

 

Balance, December 31, 2012

     381,170        706,803      $ 4.27   

Options granted at market

     —          —          —     

Options forfeited or expired

     10,167        (10,167     3.53   
  

 

 

   

 

 

   

 

 

 

Balance, March 31, 2013

     391,337        696,636      $ 4.28   
  

 

 

   

 

 

   

 

 

 

No options were granted in 2013. The weighted average fair value of options granted at market during the three months ended March 31, 2012 was $0.49 per option. No options were exercised during the three months ended March 31, 2013 and 2012. The aggregate intrinsic value of the outstanding exercisable options at March 31, 2013 and 2012 was nominal.

At the shareholder meeting to be held on May 15, 2013, shareholders are expected to approve the 2013 Stock Incentive Plan (the “2013 Plan”). If approved by the Company’s shareholders, an aggregate of 2,000,000 shares of the Company’s common stock may be issued pursuant to the 2013 Plan to officers, employees, non-employee directors and consultants of the Company and its affiliates. The Company considers that approval to be perfunctory since the plan has been approved by the Board of Directors and the Company’s CEO, who controls a majority of the voting shares, has indicated that he will cause the voting shares that he controls to vote for approval of the 2013 Plan. As of April 9, 2013, the Board of Directors has approved the issuance of 1,041,000 restricted shares under the 2013 Plan to employees and non-employee service providers. Accordingly, 959,000 shares are available to be issued under the 2013 Plan.