Quarterly report pursuant to sections 13 or 15(d)

Stock-Based Compensation

v2.4.0.8
Stock-Based Compensation
9 Months Ended
Sep. 30, 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 granted 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 September 30, 2013, no options to purchase 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 new 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 ten years. Options granted typically vest ratably over a three-year period or based on achievement of performance criteria. The Company has granted 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 September 30, 2013, 406,353 shares of common stock were vested and exercisable under the 2003 Plan, while 667 shares remained unvested. In 2009, the Company amended the 2003 Plan to extend the post-service termination exercise period of non-statutory 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 Board has determined that no awards will be made pursuant to the 2003 Plan in the future.

The following table summarizes activity in the stock option plans:

 

     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

     (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

     —          —          —     

Options exercised

     108,146        (108,146     3.87   

Options forfeited or expired

     191,637        (191,637     4.59   
  

 

 

   

 

 

   

Balance, September 30, 2013

     680,953        407,020      $ 4.52   
  

 

 

   

 

 

   

No options were granted in 2013. The weighted average fair value of options granted during the nine months ended September 30, 2012 was $0.39 per option. The number of options exercised during the nine months ended September 30, 2013 was 108,146. The aggregate intrinsic value of the outstanding exercisable options at September 30, 2013 and 2012 was $373 and $0, respectively.

 

At the shareholder meeting on May 15, 2013, shareholders approved the 2013 Stock Incentive Plan (the “2013 Plan”). 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. Awards under the plan may be in the form of stock options, which may constitute incentive stock options, or non-qualified stock options, restricted shares, restricted stock units, performance awards, stock bonus awards, share appreciation rights and other stock based awards. Stock options will be issued at an exercise price not less than 100% of the market value at the date of grant and expire no later than ten years after the date of grant. Through September 30, 2013, no stock options have been awarded under the plan. Stock awards typically vest over three years but vesting periods for non-employees may vest for longer periods or based on the achievement of performance goals. The weighted average term of employee restricted stock is three years. During the nine months ended September 30, 2013, the Company issued 1,041,000 restricted shares under the 2013 Plan to employees and non-employee service providers. Accordingly, at September 30, 2013, 959,000 shares are available for issuance under the 2013 Plan. Restricted stock compensation expense was $168,921, for the nine months ended September 30, 2013. Unrecognized compensation expense for restricted stock at September 30, 2013 amounted to $827,019. The weighted average grant value is $1.67 per share.