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Stock-Based Compensation | 9 Months Ended
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Sep. 27, 2014
Stock-Based Compensation [Abstract] |
Stock-Based Compensation | Note 9 – Stock-Based Compensation The Company has various stockholder-approved programs which allow for the grant of stock-based compensation to officers, employees, and non-employee directors of the Company. The amount of compensation cost related to stock-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Company determines compensation cost for restricted stock units ("RSUs"), phantom stock units, and restricted stock based on the grant-date fair value of the underlying common stock adjusted for expected dividends paid over the required vesting period for non-participating awards. Compensation cost is recognized over the period that an officer, employee, or non-employee director provides service in exchange for the award. The following table summarizes stock-based compensation expense recognized:
|  | Fiscal quarters ended |  |  | Nine fiscal months ended |
|  | September 27, 2014 |  |  | September 28, 2013 |  |  | September 27, 2014 |  |  | September 28, 2013 |
Stock options |  | $ | - |  |  | $ | - |  |  | $ | - |  |  |  | 18 |
Restricted stock units |  |  | (42 | ) |  |  | 382 |  |  |  | 1,572 |  |  |  | (1,336 | )
Phantom stock units |  |  | - |  |  |  | - |  |  |  | 131 |  |  |  | 108 |
Total |  | $ | (42 | ) |  | $ | 382 |  |  | $ | 1,703 |  |  |  | (1,210 | )
The Company recognizes compensation cost for RSUs that are expected to vest and records cumulative adjustments in the period that the expectation changes. Stock-based compensation for the nine fiscal months ended September 28, 2013, as presented in the table above, includes the material reversal of stock-based compensation expense recognized for the performance-based RSUs scheduled to vest on January 1, 2014 recorded in the second fiscal quarter of 2013. $1,778 of these reversed costs had been originally reported as a separate line item upon cessation of employment of certain former executives in 2011, and accordingly, this adjustment is also reported as a separate line item in the accompanying consolidated condensed statements of operations. A portion of the stock-based compensation expense related to certain current executives that was reversed in the second fiscal quarter of 2013 was recognized in the fourth fiscal quarter of 2013 due to certain amendments to the performance-based RSUs granted to certain current executives in 2011 approved by the Compensation Committee of the Board of Director's in the fourth fiscal quarter of 2013. Pursuant to their original terms, the performance-based RSUs would have vested on January 1, 2014 only if all of the associated performance criteria were met for the three-year period ending December 31, 2013. Pursuant to the amended terms, 75% of the performance-based RSUs of each of such executives vested effective December 5, 2013 in light of the Compensation Committee of the Board of Director's assessment that the performance criteria would be achieved in substantial part by December 31, 2013. The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at September 27, 2014 (amortization periods in years):
|  | Unrecognized Compensation Cost |  |  | Weighted Average Remaining Amortization Periods |
Stock options |  | $ | - |  |  |  | 0.0 |
Restricted stock units |  |  | 10,808 |  |  |  | 1.2 |
Phantom stock units |  |  | - |  |  |  | 0.0 |
Total |  | $ | 10,808 |  |  |  |  |
Unrecognized compensation cost presented in the table above includes $6,485 of unrecognized compensation cost for performance-based RSUs that are not currently expected to vest and for which no compensation cost is currently being recognized. 2007 Stock Incentive Plan The Company's 2007 Stock Incentive Program (the "2007 Program") was amended and restated and approved by Vishay's stockholders at Vishay's Annual Meeting of Stockholders on May 20, 2014. The 2007 Program permits the grant of up to 6,500 shares of restricted stock, unrestricted stock, RSUs, stock options, and phantom stock units, to officers, employees, and non-employee directors of the Company. Such instruments are available for grant until May 20, 2024. Stock Options In addition to stock options outstanding pursuant to the 2007 Program, during the periods presented, the Company had stock options outstanding under previous stockholder-approved stock option programs. These programs are more fully described in Note 12 to the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2013. No additional options may be granted pursuant to these programs. Stock option activity under the 2007 Program as of September 27, 2014 and changes during the nine fiscal months then ended are presented below (number of options in thousands):
|  | Number of Options |  |  | Weighted Average Exercise Price |
Outstanding: |  |  |  |  |  |
January 1, 2014 |  |  | 109 |  |  | $ | 15.24 |
Granted |  |  | - |  |  |  | - |
Exercised |  |  | (4 | ) |  |  | 11.62 |
Cancelled or forfeited |  |  | - |  |  |  | - |
Outstanding at September 27, 2014 |  |  | 105 |  |  | $ | 15.38 |
Vested |  |  | 105 |  |  |  |  |
Exercisable |  |  | 105 |  |  |  |  |
At September 27, 2014, there were no unvested options outstanding. The pretax aggregate intrinsic value (the difference between the closing stock price on the last trading day of the third fiscal quarter of 2014 of $14.42 per share and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 27, 2014 is $42. This amount changes based on changes in the market value of the Company's common stock. During the nine fiscal months ended September 27, 2014, 4,337 options were exercised. The total instrinsic value of options exercised during the nine fiscal months ended September 27, 2014 was $18. Restricted Stock Units RSU activity under the 2007 Program as of September 27, 2014 and changes during the nine fiscal months then ended are presented below (number of RSUs in thousands):
|  | Number of RSUs |  |  | Weighted Average Grant-date Fair Value per Unit |
Outstanding: |  |  |  |  |  |
January 1, 2014 |  |  | 1,059 |  |  | $ | 13.40 |
Granted |  |  | 336 |  |  |  | 13.48 |
Vested* |  |  | (146 | ) |  |  | 15.87 |
Cancelled or forfeited |  |  | (102 | ) |  |  | 17.45 |
Outstanding at September 27, 2014 |  |  | 1,147 |  |  | $ | 12.75 |
Expected to vest at September 27, 2014 |  |  | 649 |  |  |  |  |
* The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements. The number of performance-based RSUs that are scheduled to vest on January 1, 2015 is evaluated based on the full achievement of the defined target performance criteria. The number of performance-based RSUs that are scheduled to vest on January 1, 2016 and January 1, 2017 increases ratably based on the achievement of defined performance criteria between the established target and maximum levels. RSUs with performance-based vesting criteria are expected to vest as follows (number of RSUs in thousands):
Vesting Date |  | Expected to Vest |  |  | Not Expected to Vest |  |  | Total |
January 1, 2015 |  |  | - |  |  |  | 276 |  |  |  | 276 |
January 1, 2016 |  |  | - |  |  |  | 222 |  |  |  | 222 |
January 1, 2017 |  |  | 192 |  |  |  | - |  |  |  | 192 |
Phantom Stock Plan The 2007 Program authorizes the grant of phantom stock units to the extent provided for in the Company's employment agreements with such senior executives. Each phantom stock unit entitles the recipient to receive a share of common stock at the individual's termination of employment or any other future date specified in the applicable employment agreement. Phantom stock units participate in dividend distribution on the same basis as the Company's common stock and Class B common stock. Dividend equivalents are issued in the form of additional units of phantom stock. The phantom stock units are fully vested at all times. Phantom stock unit activity under the phantom stock plan as of September 27, 2014 and changes during the nine fiscal months then ended are presented below (number of phantom stock units in thousands):
|  | Number of units |  |  | Grant-date Fair Value per Unit |
Outstanding: |  |  |  |  |  |
January 1, 2014 |  |  | 107 |  |  |  |
Granted |  |  | 10 |  |  | $ | 13.12 |
Dividend equivalents issued |  |  | 2 |  |  |  |  |
Redeemed for common stock |  |  | - |  |  |  |  |
Outstanding at September 27, 2014 |  |  | 119 |  |  |  |  |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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