Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

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Stock-Based Compensation
12 Months Ended
Dec. 31, 2016
Stock-Based Compensation
16. Stock-Based Compensation

The 2003 Plan

On September 18, 2003, we adopted a stock option plan (the “2003 Plan”) that provided for the grant of incentive stock options and nonqualified stock options. The option price of incentive stock options were required to be at least 100% of market value at the date of the grant. Incentive stock options had a maximum term of 10 years. Options granted typically vested ratably over a three-year period or were based on achievement of performance criteria. We granted selected executives and other key employees share option awards, whose vesting was contingent upon meeting various departmental and company-wide performance goals including meeting sales targets and net profit targets. In March 2009, we amended the 2003 Plan to extend the post-service termination exercise period of non-statutory stock options granted to directors for their service as directors from three months after the director’s termination date to the tenth anniversary of the date of grant. The 2003 Plan does not contain any provisions which would trigger automatic vesting upon a change in control. The Board has determined that no further awards will be made pursuant to the 2003 Plan.

The following table presents a summary of activity for the year ended December 31, 2016:

 

     Number of
Options
     Weighted
Average
Exercise Price
     Weighted
Average
Contractual Life
 

Outstanding, January 1, 2016

     31,483      $ 43.64        3.77  

Expired

     (3,655      44.64     
  

 

 

    

 

 

    

 

 

 

Outstanding and expected to vest, December 31, 2016

     27,828      $ 44.76        3.01  
  

 

 

    

 

 

    

 

 

 

Exercisable, December 31, 2016

     27,162      $ 45.12        2.91  
  

 

 

    

 

 

    

 

 

 

During the years ended December 31, 2016 and 2015, no options were issued. During the year ended December 31, 2014, we granted 5,250 options at a weighted average grant date fair value of $30.20. We issue new shares upon the exercise of options. Options outstanding at December 31, 2016 had no intrinsic value. At December 31, 2016, unrecognized compensation expense related to options, adjusted for estimated forfeitures was less than $0.1 million, which is expected to be recognized over a weighted-average period of one year.

The 2013 Plan

Under our 2013 Stock Incentive Plan, as amended (the “2013 Plan”), an aggregate of 1,100,000 shares (which includes an additional 500,000 shares approved by the shareholders on May 12, 2016) of our common stock may be issued to officers, employees, non-employee directors and consultants of Revolution and its affiliates. Awards under the 2013 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. Stock awards typically vest over three years but vesting periods for non-employees may be longer or based on the achievement of performance goals.

Restricted Shares

During the year ended December 31, 2016, we granted restricted shares to Aston Capital, LLC (“Aston”) (see Note 18) and eligible directors who serve on the Board of Directors, which vest ratably over a three-year period. These awards are classified as liability awards, and are remeasured to fair value at each reporting date and upon vesting.

The following table presents a summary of activity for the year ended December 31, 2016:

 

     Number of
Shares
     Weighted Average
Grant Date
Fair Value (1)
 

Outstanding, January 1, 2016

     134,633      $ 19.36  

Granted

     327,508        6.25  

Vested

     (79,454      15.78  

Forfeited

     (22,382      18.91  
  

 

 

    

 

 

 

Outstanding and expected to vest, December 31, 2016

     360,305      $ 7.32  
  

 

 

    

 

 

 

At December 31, 2016, there was $1.8 million of unrecognized compensation expense related to nonvested restricted shares, which is expected to be recognized over a weighted-average period of 2.8 years. During the years ended December 31, 2016, 2015 and 2014, we granted 327,508, 110,350 and 84,800 shares, respectively, at a weighted average grant date fair value of $6.25, $13.30 and $30.00, respectively. The total fair value of restricted shares that vested during the years ended December 31, 2016, 2015 and 2014 was $1.3 million, $1.5 million and $1.5 million, respectively.

Restricted Share Units

During the year ended December 31, 2016, we granted restricted share units to employees which vest ratably over a three-year period. These awards are classified as equity awards, and are accounted for using the fair value established at the grant date.

 

The following table presents a summary of activity for the year ended December 31, 2016:

 

     Number of
Units
     Weighted Average
Grant Date
Fair Value
 

Outstanding, January 1, 2016

     —        $ —    

Granted

     138,350        6.98  

Vested

     (5,833      10.00  
  

 

 

    

 

 

 

Outstanding and expected to vest, December 31, 2016

     132,517      $ 6.84  
  

 

 

    

 

 

 

At December 31, 2016, there was $0.9 million of unrecognized compensation expense related to nonvested restricted share units, which is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of restricted shares that vested during the year ended December 31, 2016 was less than $0.1 million.