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Note 13 - Subsequent Events | 6 Months Ended
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Jun. 30, 2017
Notes to Financial Statements |
Subsequent Events [Text Block] |
13. | Subsequent Events
Option Plan s The Company adopted the 2017 Stock Option Plan ( “2017 Plan”), which was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders on July 27, 2017 ( the “Annual Meeting”). The 2017 Plan authorizes the grant of options to officers and employees of the Company, including any employee who is also a member of the Board of Directors, as well as to consultants of the Company. The 2017 Plan authorizes an aggregate grant of 540,000 NQSOs and ISOs, which includes a rollover of 140,000 options remaining available for issuance under the 2010 Stock Option Plan. As a result of the approval of the 2017 Stock Option Plan, no further options will be granted under the 2010 Stock Option Plan. In all other respects, the 2010 Stock Option Plan will remain in full force and effect with respect to all outstanding options granted under the 2010 Stock Option Plan, which stands at 60,000. Consultants of the Company can only be granted NQSOs. The term of each stock option granted under the 2017 Plan shall be fixed by the Compensation and Stock Option Committee (“Compensation Committee”), but no stock options will be exercisable more than ten years after the grant date, or in the case of an ISO granted to a 10% stockholder, five years after the grant date. The exercise price of any ISO granted under the 2017 Plan to an individual who is not a 10% stockholder at the time of the grant shall not be less than the fair market value of the shares at the time of the grant, and the exercise price of any incentive stock option granted to a 10% stockholder shall not be less than 110% of the fair market value at the time of grant. The exercise price of any NQSOs granted under the plan shall not be less than the fair market value of the shares at the time of grant. At the Annual Meeting, the Company’s shareholders also approved an amendment to the 2003 Outside Directors Stock Plan ( “2003 Plan”) which authorizes the issuance of an additional 300,000 shares of the Company’s common stock under the plan. Immediately prior to the approval of this amendment by the Company’s shareholders, the 2003 Plan had available for issuance approximately 99,900 shares. Grant of Option s On July 27, 2017, the Company’s appropriate committees of the Board and the Board approved the grant of incentive stock options (“ISOs”) from the 2017 Plan (which was approved by our stockholders as discussed above) to our named executive officers as follows: 50,000 ISOs to our Chief Executive Officer (Louis F. Centofanti); 100,000 ISOs to our EVP/COO (Mr. Mark Duff); and 50,000 ISOs to our Chief Financial Officer (Mr. Ben Naccarato). The ISOs granted were for a contractual term of six years with one - fifth yearly vesting over a five year period. The exercise price of the ISO was $3.65 per share, which was equal to the fair market value of the Company’s common stock on the date of grant. Robert L. Ferguson Mr. Robert Ferguson (“Ferguson”) is a consultant to the Company’s Board of Directors (“Board”) and a consultant to the Company in connection with the Company’s Test Bed Initiative (“TBI”) at its PFNWR facility. For Ferguson’s consulting work with the Board, he has been receiving compensation of $4,000 a month. For Ferguson’s consulting work in connection with the Company’s TBI, on July 27, 2017 ( “grant date”), the Compensation Committee and the Board granted Ferguson a stock option from the Company’s 2017 Plan (see above for a discussion of the 2017 Plan) for the purchase of up to 100,000 shares of the Company’s common stock at an exercise price of $3.65 a share, which was the fair market value of the Company’s common stock on the date of grant (“Ferguson Stock Option”). The exercise of the Ferguson Stock Option is subject to the achievement of the following milestones:
| ● | Upon treatment and disposal of three ( 3 ) gallons of waste at the PFNWR facility by January 27, 2018, 10,000 shares of the Ferguson Stock Option shall become exercisable;
| ● | Upon treatment and disposal of 2,000 gallons of waste at the PFNWR facility by January 27, 2019, 30,000 shares of the Ferguson Stock Option shall become exercisable; and
| ● | Upon treatment and disposal of 50,000 gallons of waste at the PFNWR facility and assistance, on terms satisfactory to the Company, in preparing certain justifications of cost and pricing data for the waste and obtaining a long-term commercial contract relating to the treatment, storage and disposal of waste by January 27, 2021, 60,000 shares of the Ferguson Stock Option shall become exercisable.
The term of the Ferguson Stock Option is seven ( 7 ) years from the grant date. Each of the milestones is exclusive of each other; therefore, achievement of any of the milestones above by Ferguson by the designated date will provide Ferguson the right to exercise the number of options in accordance with the milestone attained. The Company will account for this transaction in accordance with ASC 505 - 50, “Equity-Based Payments to Non-Employees.”

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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