Stock Option Plan

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK OPTION PLAN

The Company established a stock option plan in 1993 (the “1993 Plan”) for the purpose of attracting and retaining executive officers and other key personnel. The 1993 Plan provides for grants of options to purchase up to 400,000 shares of common stock. The 1993 Plan authorizes the Compensation Committee of the Board of Directors to grant options at an exercise price which may not be less than the market value of the common stock on the date the option is granted.

At the annual meeting of the Company’s stockholders in 2004, the stockholders approved the adoption of the 2004 stock plan for the purpose of attracting and retaining executive officers, directors and other key personnel. The 2004 stock plan was subsequently amended by the Company’s stockholders at the 2008 Annual Meeting and further amended at the 2013 Annual Meeting (the “Amended 2004 Plan”). The Amended 2004 Plan, which terminates in 2023, provides for grants of options to purchase up to 2,000,000 shares of common stock as well as grants of up to 200,000 shares of common stock to directors. The Amended 2004 Plan authorizes the Compensation Committee of the Board of Directors to grant options at an exercise price which may not be less than the market value of the common stock on the date the option is granted.

Effective April 24, 2009, the Compensation Committee granted options to purchase 32,500 shares (all nonqualified stock options) to 13 Company directors (the “2009 Options”), which were immediately exercisable and expire on April 23, 2019. The exercise price of $32.68 per share was the closing market price of the Company’s common stock on the date of the award. Using the Black-Scholes model, the Company determined the total fair value of the 2009 Options to be $222,950. Because the directors’ options vested immediately, the entire $222,950 was expensed as of the date of grant. No options were granted to the Company’s officers in 2009.

Effective May 7, 2010, the Compensation Committee granted options to purchase 32,500 shares (all nonqualified stock options) to 13 Company directors (the “2010 Options”), which were immediately exercisable and expire on May 6, 2020. The exercise price of $38.76 per share was the closing market price of the Company’s common stock on the date of the award. Using the Black-Scholes model, the Company determined the total fair value of the 2010 Options to be $287,950. Because the directors’ options vested immediately, the entire $287,950 was expensed as of the date of grant. No options were granted to the Company’s officers in 2010.

Effective May 13, 2011, the Compensation Committee granted options to purchase 195,000 shares (65,300 incentive stock options and 129,700 nonqualified stock options) to 15 Company officers and 13 Company Directors (the “2011 options”), which expire on May 12, 2021. The officers’ 2011 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2011 options were immediately exercisable. The exercise price of $41.82 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2011 Options to be $1.6 million, of which $1.3 million and $297,375 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $297,375 was expensed as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest.

Effective May 4, 2012, the Compensation Committee granted options to purchase 277,500 shares (26,157 incentive stock options and 251,343 nonqualified stock options) to 15 Company officers and 14 Company Directors (the “2012 options”), which expire on May 3, 2022. The officers’ 2012 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2012 Options were immediately exercisable. The exercise price of $39.29 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2012 Options to be $1.7 million, of which $1.4 million and $257,250 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $257,250 was expensed as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest.

Effective May 10, 2013, the Compensation Committee granted options to purchase 237,500 shares (35,592 incentive stock options and 201,908 nonqualified stock options) to 15 Company officers and 14 Company Directors (the "2013 options"), which expire on May 9, 2023. The officers' 2013 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors' 2013 options were immediately exercisable. The exercise price of $44.42 per share was the closing market price of the Company's common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2013 Options to be $1.5 million, of which $1.2 million and $278,250 were assigned to the officer options and director options, respectively. Because the directors' options vested immediately, the entire $278,250 was expensed as of the date of grant. The expense for the officers' options is being recognized as compensation expense monthly during the four years the option was vested.

Effective May 9, 2014, the Compensation Committee granted options to purchase 200,000 shares (29,300 incentive stock options and 170,700 nonqualified stock options) to 18 Company officers and 12 Company Directors (the “2014 options”), which expire on May 8, 2024. The officers’ 2014 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2014 Options were immediately exercisable. The exercise price of $47.03 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2014 Options to be $1.3 million, of which $1.2 million and $109,500 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $109,500 was expensed as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest.

Effective May 8, 2015, the Compensation Committee granted options to purchase 225,000 shares (33,690 incentive stock options and 191,310 nonqualified stock options) to 19 Company officers and 14 Company Directors (the “2015 options”), which expire on May 7, 2025. The officers’ 2015 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2015 Options were immediately exercisable. The exercise price of $51.07 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2015 Options to be $1.57 million, of which $1.44 million and $125,300 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $125,300 was expensed as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest.

Effective May 6, 2016, the Compensation Committee granted options to purchase 226,500 shares (24,248 incentive stock options and 202,252 nonqualified stock options) to 19 Company officers and 13 Company Directors (the “2016 options”), which expire on May 5, 2026. The officers’ 2016 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2016 Options were immediately exercisable. The exercise price of $57.74 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2016 Options to be $1.2 million, of which $1.0 million and $151,100 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $151,100 was expensed as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest.

Effective May 5, 2017, the Compensation Committee granted options to purchase 232,500 shares (21,492 incentive stock options and 211,008 nonqualified stock options) to 20 Company officers and 11 Company Directors (the “2017 options”), which expire on May 4, 2027. The officers’ 2017 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2017 Options were immediately exercisable. The exercise price of $59.41 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2017 Options to be $1.4 million, of which $1.2 million and $165,600 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $165,600 was expensed as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest.

Effective May 11, 2018, the Compensation Committee granted options to purchase 245,000 shares (25,914 incentive stock options and 219,086 nonqualified stock options) to 22 Company officers and 11 Company Directors (the “2018 options”), which expire on May 10, 2028. The officers’ 2018 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2018 Options were immediately exercisable. The exercise price of $49.46 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2018 Options to be $1.4 million, of which $1.2 million and $169,400 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $169,400 was expensed as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest.

The following table summarizes the amount and activity of each grant, the total value and variables used in the computation and the amount expensed and included in general and administrative expense in the Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016.



SAUL CENTERS, INC. Notes to Consolidated Financial Statements (Dollars in thousands, except per share data)
Stock options issued
	Directors
Grant date		4/24/2009			5/7/2010			5/13/2011			5/4/2012			5/10/2013			5/9/2014			5/8/2015			5/6/2016			5/5/2017			5/11/2018			Subtotals
Total grant		32,500			32,500			32,500			35,000			35,000			30,000			35,000			32,500			27,500			27,500			320,000
Vested		32,500			32,500			32,500			35,000			35,000			30,000			35,000			32,500			27,500			27,500			320,000
Exercised		30,000			27,500			25,000			25,000			22,500			17,500			12,500			7,500			—			2,500			170,000
Forfeited		—			2,500			2,500			—			—			—			—			—			2,500			—			7,500
Exercisable at December 31, 2018		2,500			2,500			5,000			10,000			12,500			12,500			22,500			25,000			25,000			25,000			142,500
Remaining unexercised		2,500			2,500			5,000			10,000			12,500			12,500			22,500			25,000			25,000			25,000			142,500
Exercise price		$	32.68		$	38.76		$	41.82		$	39.29		$	44.42		$	47.03		$	51.07		$	57.74		$	59.41		$	49.46
Volatility		0.344			0.369			0.358			0.348			0.333			0.173			0.166			0.166			0.173			0.192
Expected life (years)		6.0			5.0			5.0			5.0			5.0			5.0			5.0			5.0			5.0			5.0
Assumed yield		4.54		%	4.23		%	4.16		%	4.61		%	4.53		%	4.48		%	4.54		%	3.75		%	3.45		%	3.70		%
Risk-free rate		2.19		%	2.17		%	1.86		%	0.78		%	0.82		%	1.63		%	1.50		%	1.23		%	1.89		%	2.84		%
Total value at grant date		$	223		$	288		$	298		$	257		$	278		$	110		$	125		$	151		$	166		$	169		$	2,065
Expensed in previous years		223			288			298			257			278			110			125			—			—			—			1,579
Expensed in 2016		—			—			—			—			—			—			—			151			—			—			151
Expensed in 2017		—			—			—			—			—			—			—			—			166			—			166
Expensed in 2018		—			—			—			—			—			—			—			—			—			169			169
Future expense		—			—			—			—			—			—			—			—			—			—			—
		Officers
Grant date		5/13/2011			5/4/2012			5/10/2013			5/9/2014			5/8/2015			5/6/2016			5/5/2017			5/11/2018			Subtotals						Grand Totals
Total grant		162,500			242,500			202,500			170,000			190,000			194,000			205,000			217,500			1,584,000						1,904,000
Vested		118,750			107,500			171,875			168,125			140,625			96,375			51,250			—			854,500						1,174,500
Exercised		103,750			92,455			129,375			46,126			20,625			3,750			—			—			396,081						566,081
Forfeited		43,750			135,000			30,625			1,875			3,125			1,875			—			—			216,250						223,750
Exercisable at December 31, 2018		15,000			15,045			42,500			121,999			120,000			92,625			51,250			—			458,419						600,919
Remaining unexercised		15,000			15,045			42,500			121,999			166,250			188,375			205,000			217,500			971,669						1,114,169
Exercise price		$	41.82		$	39.29		$	44.42		$	47.03		$	51.07		$	57.74		$	59.41		$	49.46
Volatility		0.330			0.315			0.304			0.306			0.298			0.185			0.170			0.177
Expected life (years)		8.0			8.0			8.0			7.0			7.0			7.0			7.0			7.0
Assumed yield		4.81		%	5.28		%	5.12		%	4.89		%	4.94		%	3.80		%	3.50		%	3.75		%
Risk-free rate		2.75		%	1.49		%	1.49		%	2.17		%	1.89		%	1.55		%	2.17		%	2.94		%
Gross value at grant date		$	1,367		$	1,518		$	1,401		$	1,350		$	1,585		$	1,137		$	1,324		$	1,313		$	10,995					$	13,060
Estimated forfeitures		368			845			212			15			142			86			92			83			1,843						1,843
Expensed in previous years		999			576			762			492			240			—			—			—			3,069						4,648
Expensed in 2016		—			97			269			296			360			175			—			—			1,197						1,348
Expensed in 2017		—			—			158			295			361			263			205			—			1,282						1,448
Expensed in 2018		—			—			—			252			361			263			308			205			1,389						1,558
Future expense		—			—			—			—			121			350			719			1,025			2,215						2,215
Weighted average term of remaining future expense		2.5			years

The table below summarizes the option activity for the years 2018, 2017, and 2016:



	2018				2017				2016
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at January 1	913,320		$	52.80	833,630		$	49.92	860,274		$	46.58
Granted	245,000		49.46		232,500		59.41		226,500		57.74
Exercised	(39,151	)	42.98		(149,060	)	46.97		(246,894	)	45.59
Expired/Forfeited	(5,000	)	54.78		(3,750	)	53.73		(6,250	)	45.31
Outstanding December 31	1,114,169		52.40		913,320		52.80		833,630		49.92
Exercisable at December 31	600,919		50.93		430,945		48.94		375,255		46.68

The intrinsic value of options exercised in 2018, 2017, and 2016, was $0.5 million, $2.2 million and $3.4 million, respectively. The intrinsic value of options outstanding and exercisable at year end 2018 was $0.5 million and $0.5 million, respectively. The intrinsic value measures the difference between the options’ exercise price and the closing share price quoted by the New York Stock Exchange as of the date of measurement. The date of exercise was the measurement date for shares exercised during the period. At December 31, 2018, the final trading day of calendar 2018, the closing price of $47.22 per share was used for the calculation of aggregate intrinsic value of options outstanding and exercisable at that date. The weighted average remaining contractual life of the Company’s exercisable and outstanding options at December 31, 2018 are 6.2 and 7.2 years, respectively.