Stock-Based Compensation

We maintain a stock-based compensation program intended to attract, retain and provide incentives for talented employees and directors and align stockholder and employee interests. Currently, we grant options and restricted stock units ("RSUs") from the 2005 Long-Term Incentive Plan ("2005 LTIP") and the 2010 Equity Compensation Plan (“2010 ECP”). Option and restricted stock unit vesting periods are generally up to three years.

Compensation Expense

We recorded stock-based compensation expense for all equity incentive plans of approximately $991,948 and $686,745 for the years ended December 31, 2014 and 2013, respectively. Total compensation cost not yet recognized at December 31, 2014 was $456,733 to be recognized over a weighted-average recognition period of 1.0 year.

Significant Grants and Cancellations

2014

On April 1, 2014, we granted certain employees a total of 82,000 RSUs with a weighted average fair value of $0.80 per share which vest annually over three years. In the same month, we granted members of our board of directors a total of 102,560 RSUs with a weighted average fair value of $0.78 a share which vest quarterly until March 31, 2015. On April 22, 2014, we also granted employees a performance RSU that is dependent upon 2014 profitability. At December 31, 2014, the number of performance RSUs accrued were 735,972 shares with a weighted average fair value of $0.78 per share. The shares vest upon achieving performance conditions. In September 2014, 20,073 RSUs were granted to a new director with a weighted average fair value of $1.53 per share, vesting ratably to March 31, 2015.

2013

During the first quarter of 2013, we granted to certain employees a total of 100,000 RSUs with a weighted average fair value of $0.72 per share. These shares vested ratably over three years. During the second quarter of 2013, we granted members of our board of directors a total of 80,000 RSUs with a weighted average fair value of $0.77 per share vesting on December 31, 2013. During the fourth quarter, we granted a total of 428,500 RSU's with a weighted average fair value of $1.44 per share which vest over three years.

During the third quarter of 2013 we granted RSUs to certain executives and management employees as part of an equity compensation program. The program includes service-based and performance-based components. The service-based component of the plan granted up to 172,500 shares to certain executives and management employees effective July 31, 2013, which vest completely on February 1, 2014. The performance-based component of this plan granted 335,000 shares. The performance conditions were not met and therefore, the shares terminated in 2013. The share price at the date of the grant was $0.87.

On March 31, 2013, some of our employees voluntarily canceled certain outstanding stock options for no consideration. As a result, 805,134 shares were canceled and returned to 2005 LTIP and 2010 ECP plans. The cancellation of these options resulted in the recognition of $49,577 in additional stock-based compensation expense in 2013, which represented the fair value of the canceled options that had not yet been recognized as of the date of cancellation.

Award Information and Activity

The following table summarizes the stock grants outstanding under our 2005 LTIP and 2010 ECP plans as of December 31, 2014:



	Options Outstanding	RSUs Outstanding	Options and RSUs Exercised	Available Shares	Total
2010 ECP	250,498	890,948	1,184,179	1,510,320	3,835,945
2005 LTIP	33,748	286,350	663,735	16,167	1,000,000
Total	284,246	1,177,298	1,847,914	1,526,487	4,835,945

The fair value of restricted stock units is determined using market value of the common stock on the date of the grant. The fair value of stock options is determined using the Black-Scholes-Merton valuation model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The forfeiture rate, which is estimated at a weighted average of 0% of unvested options outstanding, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

At December 31, 2014, the 2005 LTIP and 2010 ECP plans had outstanding options of 284,246 options and all were exercisable with an aggregate intrinsic value of $0, a weighted average exercise price of $2.78 and a weighted average remaining contractual term of 5.8 years.

The total fair value of options vested during 2014 and 2013 was approximately $66,000 and $240,000, respectively.

The following table summarizes our stock option activity under the 2005 LTIP and 2010 ECP plans during 2014:



	Options		Weighted Average Exercise Price
Outstanding, beginning of year	292,746		$	2.72
Granted	—		$	—
Forfeited, expired or cancelled	(8,500	)	$	0.56
Exercised	—		$	—
Outstanding, end of year	284,246		$	2.78
Exercisable, end of year	284,246		$	2.78

We also have a separate plan which we acquired from Vertro. This plan is not authorized to issue any additional shares. During 2014, options in the amount of 82,502 shares with a weighted average exercise price of $73.67 expired. At December 31, 2014 we had 82,131 options outstanding and exercisable under this plan with a weighted average exercise price of $16.76. The weighted average fair value of these options is $0, and their aggregate intrinsic value is also $0. The weighted average remaining contractual life of the outstanding and exercisable options is 1.0 year. The exercise price of these options ranges from $16.01 to $35.68.

The following table summarizes information about stock options outstanding as of December 31, 2014:



Range of Exercise Price	Shares	Weighted Average Remaining Contractual Life ( Years)	Weighted Average Exercise Price
$0.00 – $3.00	280,496	5.8	$	2.77
$3.01 - $9.99	3,750	5.1	3.70
Total	284,246	6.0	2.78

No options were granted during 2014 or 2013.

Expected volatility is based on the historical volatility of our common stock over the period commensurate with or longer than the expected life of the options. The expected life of the options is based on the vesting schedule of the option in relation to the overall term of the option. The risk free interest rate is based on the market yield of the U.S. Treasury Bill with a term equal to the expected term of the option awarded. We do not anticipate paying any dividends so the dividend yield in the model is zero.

The following table summarizes our restricted stock activity for 2014:



	Restricted Stock		Weighted Average Fair Value
Outstanding, beginning of year	709,780		$	1.45
Granted	940,605		$	0.80
Exercised	(450,995	)	$	1.06
Forfeited	(22,092	)	$	0.81
Outstanding, end of year	1,177,298		$	1.02