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Stock Options and Restricted Stock | 12 Months Ended
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Dec. 31, 2012
Stock Options and Restricted Stock [Abstract] |
Stock Options and Restricted Stock |
13. | Stock Options and Restricted Stock
2005 Incentive Plan The AMERISAFE 2005 Equity Incentive Plan (the “2005 Incentive Plan”) is administered by the Compensation Committee of the Board and is designed to provide incentive compensation to executive officers and other key management personnel. The 2005 Incentive Plan permitted awards in the form of incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986, non-qualified stock options, restricted shares of common stock and restricted stock units. In connection with the approval of the 2012 Equity and Incentive Compensation Plan by the Company’s shareholders, no further awards will be made under the 2005 Equity Incentive Plan. Stock options granted under the 2005 Incentive Plan have an exercise price of not less than 100% of the fair value of the common stock on the date of grant. However, any stock options granted to holders of more than 10% of the Company’s voting stock will have an exercise price of not less than 110% of the fair value of the common stock on the date of grant. Stock option grants are exercisable, subject to vesting requirements determined by the Compensation Committee, for periods of up to ten years from the date of grant, except for any grants to holders of more than 10% of the Company’s voting stock, which will have exercise periods limited to a maximum of five years. Stock options generally expire 90 days after the cessation of an optionee’s service as an employee. However, in the case of an optionee’s death or disability, the unexercised portion of a stock option remains exercisable for up to one year after the optionee’s death or disability. Stock options granted under the 2005 Incentive Plan are not transferable, except by will or the laws of descent and distribution. The Company uses the Black-Scholes-Merton option pricing model to estimate the fair value of each option on the date of grant. The expected terms of options are developed by considering the Company’s historical attrition rate for those employees at the officer level, who are eligible to receive options. Further, the Company aggregates individual awards into homogenous groups based upon grant date. Expected volatility is estimated using daily historical volatility for six companies within the property and casualty insurance sector. The Company believes that historical volatility of this peer group is currently the best estimate of expected volatility of the market price of the Company’s common shares. The dividend yield is assumed to be zero as the Company did not pay cash dividends until 2013. The risk-free interest rate is the yield on the grant date of U.S. Treasury zero coupon securities with a maturity comparable to the expected term of the options. At December 31, 2012, 248,009 shares of common stock were available for future awards under the 2005 Incentive Plan. No options were granted under the 2005 Incentive Plan in 2012, 2011 or 2010. The following table summarizes information about the stock options outstanding under the 2005 Incentive Plan at December 31, 2010, 2011 and 2012:
|  | Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Life (in years) |
Outstanding at January 1, 2010 |  |  | 1,468,855 |  |  |  | 10.34 |  |  |  | 7.4 |
Granted |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  |  | (153,157 | ) |  |  | 9.50 |  |  |  | — |
Canceled, forfeited, or expired |  |  | (45,000 | ) |  |  | — |  |  |  | — |
Outstanding at December 31, 2010 |  |  | 1,270,698 |  |  |  | 10.28 |  |  |  | 6.4 |
Exercisable at December 31, 2010 |  |  | 1,118,498 |  |  |  | 9.49 |  |  |  | 6.1 |
Outstanding at January 1, 2011 |  |  | 1,270,698 |  |  |  | 10.28 |  |  |  | 6.4 |
Granted |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  |  | (338,350 | ) |  |  | 9.87 |  |  |  | — |
Canceled, forfeited, or expired |  |  | (13,000 | ) |  |  | — |  |  |  | — |
Outstanding at December 31, 2011 |  |  | 919,348 |  |  |  | 10.37 |  |  |  | 5.5 |
Exercisable at December 31, 2011 |  |  | 832,948 |  |  |  | 9.70 |  |  |  | 5.2 |
Outstanding at January 1, 2012 |  |  | 919,348 |  |  |  | 10.37 |  |  |  | 5.5 |
Granted |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  |  | (86,800 | ) |  |  | 9.00 |  |  |  | — |
Canceled, forfeited, or expired |  |  | — |  |  |  | — |  |  |  | — |
Outstanding at December 31, 2012 |  |  | 832,548 |  |  |  | 10.51 |  |  |  | 4.6 |
Exercisable at December 31, 2012 |  |  | 779,948 |  |  |  | 10.08 |  |  |  | 4.4 |
No options were granted in 2012, 2011 or 2010.
|  | 2012 |  |  | 2011 |  |  | 2010 |
Cash received from option exercises |  | $ | 781,000 |  |  | $ | 3,339,000 |  |  | $ | 1,455,000 |
Total tax benefits realized for tax deductions from options exercised |  |  | 405,000 |  |  |  | 1,025,000 |  |  |  | 233,000 |
Total intrinsic value of options exercised |  |  | 1,468,000 |  |  |  | 4,240,000 |  |  |  | 1,238,000 |
Fair value of shares vested |  |  | 310,000 |  |  |  | 315,000 |  |  |  | 1,245,000 |
Aggregate intrinsic value of vested shares outstanding |  |  | 13,393,000 |  |  |  | 11,288,000 |  |  |  | 8,961,000 |
The following table summarizes information about the restricted stock outstanding under the 2005 Incentive Plan at December 31, 2012:
|  | Shares |  |  | Weighted-Average Grant-Date Fair Value per Share |
Nonvested balance at January 1, 2010 |  |  | — |  |  |  |  |
Granted |  |  | — |  |  |  |  |
Vested |  |  | — |  |  |  |  |
Forfeited |  |  | — |  |  |  |  |
Nonvested balance at December 31, 2010 |  |  | — |  |  |  |  |
Granted |  |  | — |  |  |  |  |
Vested |  |  | — |  |  |  |  |
Forfeited |  |  | — |  |  |  |  |
Nonvested balance at December 31, 2011 |  |  | — |  |  |  |  |
Granted |  |  | 8,000 |  |  |  | 27.47 |
Vested |  |  | — |  |  |  |  |
Forfeited |  |  | — |  |  |  |  |
Nonvested balance at December 31, 2012 |  |  | 8,000 |  |  |  | 27.47 |
The Company recognized compensation expense of $244,000, $261,000 and $2,162,000 in 2012, 2011 and 2010, respectively, related to awards made under the 2005 Incentive Plan. 2010 Restricted Stock Plan In 2010, the Company’s shareholders approved an amendment to the AMERISAFE Non-Employee Director Restricted Stock Plan (the “2010 Restricted Stock Plan”). The Plan is administered by the Compensation Committee of the Board and provides for the automatic grant of restricted stock awards to non-employee directors of the Company. Awards to non-employee directors are generally subject to terms including non-transferability, immediate vesting upon death or total disability of a director, forfeiture of unvested shares upon termination of service by a director and acceleration of vesting upon a change of control of the Company. The maximum number of shares of common stock that may be issued pursuant to restricted stock awards under the 2010 Restricted Stock Plan is 100,000 shares, subject to the authority of the Board to adjust this amount in the event of a merger, consolidation, reorganization, stock split, combination of shares, recapitalization or similar transaction affecting the common stock. At December 31, 2012, there were 70,824 shares of common stock available for future awards under the 2010 Restricted Stock Plan. Under the 2010 Restricted Stock Plan, each non-employee director is automatically granted a restricted stock award for a number of shares equal to $30,000 divided by the closing price of the Company’s common stock on the date of the annual meeting of shareholders at which the non-employee director is elected or is continuing as a member of the Board. Each restricted stock award vests on the date of the next annual meeting of shareholders following the date of grant, subject to the continued service of the non-employee director. As of December 31, 2012, there were 7,833 shares of restricted stock outstanding under the 2010 Restricted Stock Plan, all of which will vest on the date of the annual meeting of shareholders in 2013. The following table summarizes information about the restricted stock outstanding under the 2010 Restricted Stock Plan at December 31, 2012:
|  | Shares |  |  | Weighted-Average Grant-Date Fair Value per Share |
Nonvested balance at January 1, 2010 |  |  | 5,844 |  |  |  | 15.39 |
Granted |  |  | 12,246 |  |  |  | 17.76 |
Vested |  |  | (6,260 | ) |  |  | 15.56 |
Forfeited |  |  | — |  |  |  | — |
Nonvested balance at December 31, 2010 |  |  | 11,830 |  |  |  | 17.75 |
Granted |  |  | 9,513 |  |  |  | 22.06 |
Vested |  |  | (11,830 | ) |  |  | 17.75 |
Forfeited |  |  | — |  |  |  | — |
Nonvested balance at December 31, 2011 |  |  | 9,513 |  |  |  | 22.06 |
Granted |  |  | 7,833 |  |  |  | 26.79 |
Vested |  |  | (9,513 | ) |  |  | 22.06 |
Forfeited |  |  | — |  |  |  | — |
Nonvested balance at December 31, 2012 |  |  | 7,833 |  |  |  | 26.79 |
The Company recognized compensation expense of $210,000 in 2012, $210,000 in 2011 and $163,000 in 2010 related to the 2010 Restricted Stock Plan. In 2012, total tax benefits realized for tax deductions from vesting of restricted stock was $16,000. In 2011, total tax benefits realized for tax deductions from vesting of restricted stock was $18,000. In 2010, total tax expense of $5,000 was for tax from vesting of restricted stock. 2012 Equity and Incentive Compensation Plan In 2012, the Company’s shareholders approved the AMERISAFE 2012 Equity and Incentive Compensation Plan (the “2012 Incentive Plan”). The 2012 Incentive Plan is administered by the Compensation Committee of the Board and is designed to attract, retain and motivate non-employee directors, officers, key employees and consultants by providing incentives for superior performance. The 2012 Incentive Plan authorizes the grant of equity-based compensation in the form of option rights, appreciation rights, restricted shares, restricted stock units, cash incentive awards, performance shares and units, and other types of awards. A maximum of 500,000 shares of common stock may be issued or transferred upon the exercise of option rights or appreciation rights, as restricted shares and released from substantial risk of forfeiture, in payment of restricted stock units, in payment of performance shares or performance units that have been earned, as awards of shares of common stock to non-employee directors, as other awards granted under the 2012 Incentive Plan, or in payment of dividend equivalents paid with respect to awards made under the plan subject to adjustment in the event of a merger, stock dividend, stock split or similar event, which may be original issue shares or treasury shares or a combination of the two. In 2012, 2,331 shares of restricted stock were granted under the 2012 Incentive Plan, all of which will vest in March 2015. At December 31, 2012, there were 497,669 shares of common stock available for future awards under the 2012 Incentive Plan. The following table summarizes information about the restricted stock outstanding under the 2012 Incentive Plan at December 31, 2012:
|  | Shares |  |  | Weighted-Average Grant-Date Fair Value per Share |
Nonvested balance at December 31, 2011 |  |  | — |  |  |  | — |
Granted |  |  | 2,331 |  |  |  | 26.79 |
Vested |  |  | — |  |  |  | — |
Forfeited |  |  | — |  |  |  | — |
Nonvested balance at December 31, 2012 |  |  | 2,331 |  |  |  | 26.79 |
The Company recognized compensation expense of $12,000 and $175,000 in 2012 related to share-based grants and long-term incentive awards under the 2012 Incentive Plan.

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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 SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 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 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 6: 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 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: 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 + Details
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