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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Stock-Based Compensation | Note 12 – Stock-Based Compensation The Company has various stockholder-approved programs which allow for the grant of share-based compensation to officers, employees, and non-employee directors. 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 share-based compensation expense recognized:
|  | Years ended December 31, |
|  | 2014 |  |  | 2013 |  |  | 2012 |
Restricted stock units |  | $ | 2,261 |  |  | $ | 510 |  |  | $ | 3,378 |
Stock options |  |  | - |  |  |  | 18 |  |  |  | 73 |
Phantom stock units |  |  | 131 |  |  |  | 108 |  |  |  | 93 |
Total |  | $ | 2,392 |  |  | $ | 636 |  |  | $ | 3,544 |
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 year ended December 31, 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 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 the certain current 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 December 31, 2014 (amortization periods in years):
|  | Unrecognized Compensation Cost |  |  | Weighted Average Remaining Amortization Periods |
Stock options |  | $ | - |  |  |  | 0.0 |
Restricted stock units |  |  | 10,118 |  |  |  | 0.9 |
Phantom stock units |  |  | - |  |  |  | 0.0 |
Total |  | $ | 10,118 |  |  |  |  |
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. Note 12 – Stock-Based Compensation (continued) 2007 Stock Incentive Program The Company's 2007 Stock Incentive Program (the "2007 Program"), as amended and restated, was 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 6,500,000 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. At December 31, 2014, the Company has reserved 3,693,000 shares of common stock for future grants of equity awards pursuant to the 2007 Program. If any outstanding awards are forfeited by the holder or cancelled by the Company, the underlying shares would be available for regrant to others. Restricted Stock Units Each RSU entitles the recipient to receive a share of common stock when the RSU vests. RSU activity for the years ended December 31, 2014, 2013, and 2012 is presented below (number of RSUs in thousands):
|  | Years ended December 31, |
|  | 2014 |  |  | 2013 |  |  | 2012 |
|  | Number of RSUs |  |  | Weighted Average Grant-date Fair Value |  |  | Number of RSUs |  |  | Weighted Average Grant-date Fair Value |  |  | Number of RSUs |  |  | Weighted Average Grant-date Fair Value |
Outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning of year |  |  | 1,059 |  |  | $ | 13.40 |  |  |  | 1,316 |  |  | $ | 12.53 |  |  |  | 891 |  |  | $ | 12.58 |
Granted |  |  | 336 |  |  |  | 13.48 |  |  |  | 374 |  |  |  | 12.76 |  |  |  | 437 |  |  |  | 12.31 |
Vested* |  |  | (146 | ) |  |  | 15.87 |  |  |  | (598 | ) |  |  | 10.92 |  |  |  | (12 | ) |  |  | 8.29 |
Cancelled or forfeited |  |  | (102 | ) |  |  | 17.45 |  |  |  | (33 | ) |  |  | 16.54 |  |  |  | - |  |  |  | - |
End of year |  |  | 1,147 |  |  | $ | 12.75 |  |  |  | 1,059 |  |  | $ | 13.40 |  |  |  | 1,316 |  |  | $ | 12.53 |
Expected to vest |  |  | 649 |  |  |  |  |  |  |  | 570 |  |  |  |  |  |  |  | 1,040 |  |  |  |  |
* The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements. The number of performance-based RSUs scheduled to vest on January 1, 2015 is fixed based on the full achievement of the defined target performance criteria. The number of performance-based RSUs 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 |
** The performance vesting criteria for the performance-based RSUs with a vesting date of January 1, 2015 were not achieved. In the event of (i) the termination of the executive's employment by the Company without cause, by the executive for "good reason," or as a result of death or disability, the executive's outstanding RSUs shall immediately vest and the outstanding performance-based RSUs shall vest on their normal vesting date to the extent applicable performance criteria are realized; and (ii) a change of control of Vishay, all of such executive's outstanding RSUs and performance-based RSUs shall immediately vest. In the event of voluntary termination by the executive (without "good reason") or termination for cause, the executive's outstanding RSUs and performance-based RSUs will be forfeited. Note 12 – Stock-Based Compensation (continued) Phantom Stock Units The 2007 Program authorizes the grant of phantom stock units to the extent provided for in the Company's employment agreements with certain 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. The following table summarizes the Company's phantom stock units activity for the years ended December 31, 2014, 2013, and 2012 (number of phantom stock units in thousands):
|  | Years ended December 31, |
|  | 2014 |  |  | 2013 |  |  | 2012 |
|  | Number of Phantom Stock Units |  |  | Grant- date Fair Value per Unit |  |  | Number of Phantom Stock Units |  |  | Grant- date Fair Value per Unit |  |  | Number of Phantom Stock Units |  |  | Grant- date Fair Value per Unit |
Outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning of year |  |  | 107 |  |  |  |  |  |  | 97 |  |  |  |  |  |  | 87 |  |  |  |
Granted |  |  | 10 |  |  | $ | 13.12 |  |  |  | 10 |  |  | $ | 10.75 |  |  |  | 10 |  |  | $ | 9.33 |
Dividend equivalents issued |  |  | 2 |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |
Redeemed for common stock |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |
End of year |  |  | 119 |  |  |  |  |  |  |  | 107 |  |  |  |  |  |  |  | 97 |  |  |  |  |
Note 12 – Stock-Based Compensation (continued) 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. Under the 1998 Stock Option Program, certain executive officers and key employees were granted options. On March 16, 2008, the stockholder approval for the 1998 Stock Option Program expired. While no additional options may be granted pursuant to this plan, at December 31, 2014, 95,000 options issued under the 1998 Program remain outstanding and may be exercised in future periods. The following table summarizes the Company's stock option activity (number of options in thousands):
|  | Years ended December 31, |
|  | 2014 |  |  | 2013 |  |  | 2012 |
|  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Number of Options |  |  | Weighted Average Exercise Price |
Outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning of year |  |  | 109 |  |  | $ | 15.24 |  |  |  | 109 |  |  | $ | 15.24 |  |  |  | 384 |  |  | $ | 15.40 |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | (4 | ) |  |  | 11.62 |  |  |  | - |  |  |  | - |  |  |  | (22 | ) |  |  | 7.89 |
Cancelled or forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (253 | ) |  |  | 16.12 |
End of year |  |  | 105 |  |  | $ | 15.38 |  |  |  | 109 |  |  | $ | 15.24 |  |  |  | 109 |  |  | $ | 15.24 |
Vested and expected to vest |  |  | 105 |  |  |  |  |  |  |  | 109 |  |  |  |  |  |  |  | 109 |  |  |  |  |
Exercisable: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
End of year |  |  | 105 |  |  |  |  |  |  |  | 109 |  |  |  |  |  |  |  | 79 |  |  |  |  |
The following table summarizes information concerning stock options outstanding and exercisable at December 31, 2014 (number of options in thousands, contractual life in years):
Options Outstanding & Exercisable |
Exercise Price |  |  | Number of Options |  | Remaining Contractual Life |
$ | 12.90 |  |  |  | 28 |  |  |  | 2.16 |
| 16.29 |  |  |  | 77 |  |  |  | 2.39 |
$ | 15.38 |  |  |  | 105 |  |  |  | 2.33 |
The weighted-average remaining contractual life of all exercisable options is 2.33 years. Note 12 – Stock-Based Compensation (continued) The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. There were no options granted in 2014, 2013, or 2012. The pretax aggregate intrinsic value (the difference between the closing stock price on the last trading day of 2014 of $14.15 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 December 31, 2014 is $35. This amount changes based on changes in the market value of the Company's common stock. During the years ended December 31, 2014 and 2012, 4,337 options and 22,095 options, respectively, were exercised. No options were exercised during the year ended December 31, 2013. The total intrinsic value of options exercised during the years ended December 31, 2014 and 2012 was $18 and $110, respectively. The following table summarizes information concerning unvested stock options (number of options in thousands):
|  | Years ended December 31, |
|  | 2014 |  |  | 2013 |  |  | 2012 |
|  | Number of Options |  |  | Weighted Average Grant-date Fair Value |  |  | Number of Options |  |  | Weighted Average Grant-date Fair Value |  |  | Number of Options |  |  | Weighted Average Grant-date Fair Value |
Unvested: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning of year |  |  | - |  |  | $ | - |  |  |  | 30 |  |  | $ | 10.14 |  |  |  | 61 |  |  | $ | 9.96 |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Vested |  |  | - |  |  |  | - |  |  |  | (30 | ) |  |  | 10.14 |  |  |  | (31 | ) |  |  | 9.79 |
End of year |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | - |  |  |  | 30 |  |  | $ | 10.14 |

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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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