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Equity Compensation Plans
3 Months Ended
Mar. 31, 2018
Equity Compensation Plans  
Equity Compensation Plans

 

Note 10 – Equity Compensation Plans

 

Stock-based awards are outstanding under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”) and the Company’s 2014 Equity Incentive Plan (the “2014 Plan,” and together with the 2008 Plan, the “Plans”).  The 2014 Plan was approved at the 2014 annual meeting of stockholders; a maximum of 375,000 shares were authorized to be issued under this plan.  Following approval of the 2014 Plan, no further awards will be granted under the 2008 Plan or any other Company equity compensation plan.  At the May 2016 annual stockholders meeting, an amendment to the 2014 Plan authorized an additional 600,000 shares to be issued, which resulted in a total of 975,000 shares authorized for issuance under this plan.  The 2014 Plan authorizes the granting of qualified stock options, non-qualified stock options, restricted stock, restricted stock units, and stock appreciation rights.  Awards may be granted to selected directors and officers or employees under the 2014 Plan at the discretion of the Compensation Committee of the Company’s Board of Directors.  As of March 31, 2018,  309,791 shares remained available for issuance under the 2014 Plan.

 

There were no stock options granted or exercised in the first quarter of 2018 and 2017.  All stock options are granted for a term of ten years.  There is no unrecognized compensation cost related to unvested stock options as all stock options of the Company’s common stock have fully vested.

 

A summary of stock option activity in the Plans for the three months ended March 31, 2018, is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Weighted

 

Average

 

 

 

 

 

 

 

Average

 

Remaining

 

 

 

 

 

 

 

Exercise

 

Contractual

 

Aggregate

 

    

Shares

    

Price

    

Term (years)

    

Intrinsic Value

Beginning outstanding

 

9,000

 

$

7.49

 

 -

 

 

 -

Canceled

 

 -

 

 

 -

 

 -

 

 

 -

Expired

 

 -

 

 

 -

 

 -

 

 

 -

Ending outstanding

 

9,000

 

$

7.49

 

0.9

 

$

58

 

 

 

 

 

 

 

 

 

 

 

Exercisable at end of period

 

9,000

 

$

7.49

 

0.9

 

$

58

 

Generally, restricted stock and restricted stock units granted under the Plans vest three years from the grant date, but the Compensation Committee of the Company’s Board of Directors has discretionary authority to change some terms including the amount of time until the vest date.

 

Awards under the 2008 Plan will become fully vested upon a merger or change in control of the Company.  Under the 2014 Plan, upon a change in control of the Company, if (i) the 2014 Plan is not an obligation of the successor entity following the change in control, or (ii) the 2014 Plan is an obligation of the successor entity following the change in control and the participant incurs an involuntary termination, then the stock options, stock appreciation rights, stock awards and cash incentive awards under the 2014 Plan will become fully exercisable and vested.  Performance-based awards generally will vest based upon the level of achievement of the applicable performance measures through the change in control.

 

The Company granted restricted stock under its equity compensation plans beginning in 2005 and it began granting restricted stock units in February 2009.  Restricted stock awards under the Plans generally entitle holders to voting and dividend rights upon grant and are subject to forfeiture until certain restrictions have lapsed including employment for a specific period.  Restricted stock units under the Plans are also subject to forfeiture until certain restrictions have lapsed including employment for a specific period, but do not entitle holders to voting rights until the restricted period ends and shares are transferred in connection with the units.

 

There were 114,281 restricted awards issued under the 2014 Plan during the three months ended March 31, 2018.  There were 170,000 restricted awards issued during the three months ended March 31, 2017.  Compensation expense is recognized over the vesting period of the restricted award based on the market value of the award on the issue date.  Total compensation cost that has been recorded for the 2014 Plan was $401,000 and $485,000 in the first three months of 2018 and 2017, respectively.

 

A summary of changes in the Company’s unvested restricted awards for the three months ended March 31, 2018, is as follows:

 

 

 

 

 

 

 

 

 

March 31, 2018

 

 

 

 

Weighted

 

 

Restricted

 

Average

 

 

Stock Shares

 

Grant Date

 

    

and Units

    

Fair Value

Unvested at January 1

 

465,000

 

$

7.79

Granted

 

114,281

 

 

13.77

Vested

 

(155,500)

 

 

5.14

Forfeited

 

 -

 

 

 -

Unvested at March 31

 

423,781

 

$

10.38

 

Total unrecognized compensation cost of restricted awards was $2.8 million as of March 31, 2018, which is expected to be recognized over a weighted-average period of 2.25 years.