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Share-Based Compensation | 9 Months Ended
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Oct. 28, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Share-Based Compensation | (7) Share-Based Compensation We have one equity incentive plan pursuant to which we grant equity awards – the 2015 Equity Incentive Plan (the “2015 Plan”). Under this plan, the Company may grant incentive stock options, non-qualified stock options, stock appreciation rights, time or performance-based restricted stock units (RSUs), restricted stock awards (RSAs), and other stock-based awards to executives, key employees, directors and other eligible individuals. The 2015 Plan will expire in May 2025. Options granted to employees under the plan vest over four years and expire after ten years. The exercise price of each stock option is established at the discretion of the Compensation Committee; however, all options granted under the 2015 Plan must be issued at an exercise price of not less than the fair market value of the Company’s common stock on the date of grant. The 2015 Plan authorizes the issuance of up to 500,000 shares (subject to adjustment for stock dividends and stock splits), and at October 28, 2017, 177,905 shares were available for grant under the 2015 Plan. In addition, as of October 28, 2017, 3,290 unvested shares of restricted stock granted and options to purchase an aggregate of 572,345 shares were outstanding under our 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan expired in May 2017 and no new awards may be issued under that plan, but outstanding awards will continue to be governed by it. Under the 2015 Plan, each non-employee director receives an automatic annual grant of ten-year options to purchase 5,000 shares of stock upon the adjournment of each annual shareholders meeting. Each such option is exercisable at the fair market value of the Company’s common stock as of the grant date, and vests immediately prior to the next annual shareholders’ meeting. Accordingly, on May 17, 2017, 30,000 options were issued to the non-employee directors. The Company has a Non-Employee Director Annual Compensation Program (the “Program”) under which each non-employee director receives an automatic grant of RSAs on the first business day of each fiscal quarter. Under the Program, the number of whole shares to be granted each quarter is equal to 25% of the number calculated by dividing the director compensation amount by the fair market value of the Company’s stock on such day. The director annual compensation amount was $55,000 in fiscal year 2017, is $65,000 in fiscal year 2018 and will be $75,000 in fiscal year 2019. In addition, the Chairman of the Board receives RSAs with an aggregate value of $6,000, and the Chairs of the Audit and Compensation Committees each receive RSAs with an aggregate value of $4,000, also issued in quarterly installments and calculated in the same manner as the directors’ RSA grants. RSAs granted prior to March 30, 2017 become fully vested on the first anniversary of the date of grant. RSAs granted subsequent to March 30, 2017 become vested three months after the date of grant. A total of 7,314 and 5,495 shares were awarded to the non-employee directors as compensation under the Program in the third quarter of fiscal 2018 and 2017, respectively. In April 2013 (fiscal year 2014), the Company granted options and RSUs to officers (“2014 RSUs”). The 2014 RSUs vested as follows: twenty-five percent vested on the third anniversary of the grant date, fifty percent vested upon the Company achieving its cumulative budgeted net revenue target for fiscal years 2014 through 2016 (the “Measurement Period”), and twenty-five percent vested upon the Company achieving a target average annual ORONA (operating income return on net assets as calculated under the Domestic Management Bonus Plan) for the Measurement Period. The grantee may not sell, transfer or otherwise dispose of more than fifty percent of the common stock issued upon vesting of the 2014 RSUs until the first anniversary of the vesting date. In April 2016, 9,300 of the 2014 RSUs vested, as the Company achieved the targeted average annual ORONA, as defined in the plan, for the Measurement Period and another 9,300 vested as a result of the third year anniversary date of the grant. Additionally, on February 1, 2014, the Company accelerated the vesting of 4,166 of the 2014 RSUs held by Everett Pizzuti in connection with his retirement. In March 2015 (fiscal year 2016), the Company granted 50,000 options and 537 RSAs to its CEO pursuant to the CEO Equity Incentive Agreement, and 35,000 options to other key employees. In May 2015 (fiscal year 2016), the Company granted an aggregate of 80,000 time-based and 155,000 performance-based RSUs (“2016 RSUs”) to certain officers of the Company. The time-based 2016 RSUs vest in four equal annual installments commencing on the first anniversary of the grant date. The performance-based 2016 RSUs vest over three years based upon the increase in revenue, if any, achieved each fiscal year relative to a three-year revenue increase goal. Performance-based 2016 RSUs that are earned based on organic revenue growth are fully vested when earned, while those earned based on revenue growth via acquisitions vest annually over a three-year period following the fiscal year in which the revenue growth occurs. Any performance-based 2016 RSUs that have not been earned at the end of the three-year performance period will be forfeited. The expense for such shares is recognized in the fiscal year in which the results are achieved, however, the shares are not fully earned until approved by the Compensation Committee in the first quarter of the following fiscal year. Based upon revenue in fiscal 2017 and 2016, 9,025 and 15,810 shares of the performance based RSUs were earned in the first quarter of fiscal 2018 and 2017, respectively. In March 2016 (fiscal year 2017), the Company granted 50,000 options and 4,030 RSAs to its CEO pursuant to the CEO Equity Incentive Agreement. In May 2016 (fiscal year 2017) the Company granted 37,000 options to certain key employees. On August 1, 2016 (fiscal year 2017) the Company granted 5,000 options to its Chief Financial Officer. In March 2017 (fiscal year 2018), the Company granted 50,000 options to the Chief Executive Officer pursuant to the CEO Equity Incentive Agreement. In February and April 2017 (fiscal year 2018) the Company granted 52,189 options to certain other key employees. The options and RSAs granted March 2015 through March 2017 vest in four equal annual installments commencing on the first anniversary of the grant date. Share-based compensation expense was recognized as follows:
|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands) |  | October 28, 2017 |  |  | October 29, 2016 |  |  | October 28, 2017 |  |  | October 29, 2016 |
Stock Options |  | $ | 105 |  |  | $ | 85 |  |  | $ | 316 |  |  | $ | 253 |
Restricted Stock Awards and Restricted Stock Units |  |  | 436 |  |  |  | 96 |  |  |  | 800 |  |  |  | 468 |
Employee Stock Purchase Plan |  |  | 3 |  |  |  | 4 |  |  |  | 9 |  |  |  | 10 |
Total |  | $ | 544 |  |  | $ | 185 |  |  | $ | 1,125 |  |  | $ | 731 |
Stock Options The fair value of stock options granted during the nine months ended October 28, 2017 and October 29, 2016 was estimated using the following weighted average assumptions:
|  | Nine Months Ended |
|  | October 28, 2017 |  |  | October 29, 2016 |
Risk Free Interest Rate |  |  | 1.7 | % |  |  | 1.4 | %
Expected Volatility |  |  | 37.9 | % |  |  | 28.3 | %
Expected Life (in years) |  |  | 8.0 |  |  |  | 5.0 |
Expected Dividend Yield |  |  | 2.2 | % |  |  | 1.9 | %
There were no options granted during the three month periods ended October 28, 2017 and October 29, 2016. The weighted average fair value per share for options granted was $4.46 during the nine month period ended October 28, 2017, compared to $3.22 during the nine month period ended October 29, 2016. Aggregated information regarding stock options granted under the plans for the nine months ended October 28, 2017, is summarized below:
|  | Number of Options |  |  | Weighted Average Exercise Price |
Outstanding at January 31, 2017 |  |  | 685,456 |  |  | $ | 11.96 |
Granted |  |  | 132,189 |  |  |  | 13.45 |
Exercised |  |  | (66,550 | ) |  |  | 10.60 |
Forfeited |  |  | (18,750 | ) |  |  | 14.49 |
Canceled |  |  | (24,600 | ) |  |  | 11.76 |
Outstanding at October 28, 2017 |  |  | 707,745 |  |  | $ | 12.31 |
Set forth below is a summary of options outstanding at October 28, 2017:
Outstanding |  |  | Exercisable |
Range of Exercise prices |  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Life |  |  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted Average Remaining Contractual Life |
$5.00-10.00 |  |  | 171,631 |  |  | $ | 7.84 |  |  |  | 3.2 |  |  |  | 171,631 |  |  | $ | 7.84 |  |  |  | 3.2 |
$10.01-15.00 |  |  | 486,114 |  |  | $ | 13.61 |  |  |  | 7.7 |  |  |  | 261,325 |  |  | $ | 13.48 |  |  |  | 6.9 |
$15.01-20.00 |  |  | 50,000 |  |  | $ | 15.01 |  |  |  | 8.4 |  |  |  | 12,500 |  |  | $ | 15.01 |  |  |  | 8.3 |
|  |  | 707,745 |  |  | $ | 12.31 |  |  |  | 6.6 |  |  |  | 445,456 |  |  | $ | 11.35 |  |  |  | 5.5 |
As of October 28, 2017, there was approximately $694,000 of unrecognized compensation expense related to stock options which is expected to be recognized over a weighted average period of approximately 2.4 years. Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs) Aggregated information regarding RSUs and RSAs granted under the Plan for the nine months ended October 28, 2017 is summarized below:
|  | RSAs & RSUs |  |  | Weighted Average Grant Date Fair Value |
Unvested at January 31, 2017 |  |  | 213,868 |  |  | $ | 14.08 |
Granted |  |  | 21,295 |  |  |  | 14.22 |
Vested |  |  | (49,935 | ) |  |  | 14.36 |
Forfeited |  |  | (9,087 | ) |  |  | 14.05 |
Unvested at October 28, 2017 |  |  | 176,141 |  |  | $ | 14.02 |
As of October 28, 2017, there was approximately $481,000 of unrecognized compensation expense related to RSUs and RSAs which is expected to be recognized over a weighted average period of 0.7 years. Employee Stock Purchase Plan AstroNova has an Employee Stock Purchase Plan allowing eligible employees to purchase shares of common stock at a 15% discount from fair value. A total of 247,500 shares were reserved for issuance under this plan. During the nine months ended October 28, 2017 and October 29, 2016, there were 4,657 and 4,707 shares, respectively, purchased under this plan. At October 28, 2017, 40,567 shares remain available.

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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 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
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