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STOCK OPTIONS
12 Months Ended
Dec. 31, 2017
STOCK OPTIONS  
STOCK OPTIONS

 

14.     STOCK OPTIONS

 

Stock options

 

The Company has approved stock option plans for the granting of stock options to employees, Directors, and consultants.  Options for the purchase of 3,649,508 shares of Common Stock have been issued under the 2008 Stock Option Plan, which, pursuant to a 2014 amendment, authorizes a total of 6,000,000 shares of Common Stock upon the exercise of stock options.  Options for the purchase of 1,863,019 shares under the 2008 Stock Option Plan were outstanding as of December 31, 2017.  2,350,492 shares are available for future issuance under the 2008 Stock Option Plan until July 25, 2018.  A stock option for 3,000,000 shares granted to Thomas J. Shaw on November 2, 2016 terminated by its terms prior to becoming exercisable following a December 27, 2016 shareholder vote against such option.

 

The Compensation and Benefits Committee administers all plans and determines and/or recommends to the Board exercise prices at which options are granted.  All executive compensation, including the granting of stock options, is determined by the Compensation and Benefits Committee.  Shares issued upon exercise of options come from the Company’s authorized but unissued Common Stock.  The options vested over periods up to three years from the date of grant and generally expire ten years after the date of grant.  Unvested options issued under the 2008 Stock Option Plan expire immediately after termination of employment.

 

Employee options

 

A summary of Director, officer, and employee options granted and outstanding under the 2008 Stock Option Plan is presented below:

 

 

 

Years Ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Shares

 

Weighted
Average
Exercise
Price

 

Shares

 

Weighted
Average
Exercise
Price

 

Shares

 

Weighted
Average
Exercise
Price

 

Outstanding at beginning of period

 

1,817,919

 

$

1.52

 

2,125,069

 

$

0.94

 

2,386,736

 

$

0.95

 

Granted

 

 

$

 

750,400

 

$

2.18

 

 

$

 

Exercised

 

 

$

 

(1,046,580

)

$

(0.82

)

(259,977

)

$

(1.05

)

Forfeited

 

(12,400

)

$

(2.75

)

(10,970

)

$

(1.08

)

(1,690

)

$

(1.30

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of period

 

1,805,519

 

$

1.51

 

1,817,919

 

$

1.52

 

2,125,069

 

$

0.94

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at end of period

 

1,803,119

 

$

1.51

 

1,218,519

 

$

1.06

 

2,125,069

 

$

0.94

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No options were issued in 2017 or 2015 to employees.  600,400 employee stock options were issued in 2016.  A grant of three million options to the Company’s chief executive officer terminated by its terms prior to becoming exercisable.  The fair value of the September 2016 grants exercisable into 500,400 shares was $1.783 per share of underlying Common Stock and was estimated on the date of the grant using the Black Scholes pricing model with the following assumptions: expected volatility of 67.1%, risk free interest rate of 1.51%, and an expected life of 7.1 years.  These options were issued under the First Amended 2008 Stock Option Plan.  The fair value of the December 2016 grants exercisable into 100,000 shares was $0.728 per share of underlying Common Stock and was estimated on the date of the grant using the Black Scholes pricing model with the following assumptions: expected volatility of 72.5%, risk free interest rate of 2.37%, and an expected life of 7.1 years.  These options were issued under the First Amended 2008 Stock Option Plan.

 

No options were issued to non-employee directors in 2017 or 2015.  150,000 stock options were issued to non-employee directors in 2016.  The fair value of the 2016 grants was $0.728 per share of underlying Common Stock and was estimated on the date of the grant using the Black Scholes pricing model with the following assumptions: expected volatility of 72.5%, risk free interest rate of 2.37%, and an expected life of 7.1 years.  These options were issued under the First Amended 2008 Stock Option Plan.

 

The following table summarizes information about Director, officer, and employee options outstanding under the stock option plan at December 31, 2017:

 

Exercise Prices

 

Shares Outstanding

 

Weighted Average
Remaining Contractual Life

 

Shares Exercisable

 

$

1.30

 

478,416

 

0.88

 

478,416

 

$

1.46

 

50,000

 

5.37

 

50,000

 

$

0.81

 

540,103

 

1.54

 

540,103

 

$

1.05

 

250,000

 

8.99

 

250,000

 

$

2.75

 

487,000

 

8.70

 

484,600

 

 

Non-employee options

 

A summary of options outstanding during the years ended December 31 and held by non-employees is as follows:

 

 

 

Years Ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Shares

 

Weighted
Average
Exercise
Price

 

Shares

 

Weighted
Average
Exercise
Price

 

Shares

 

Weighted
Average
Exercise
Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of period

 

57,500

 

$

0.81

 

57,500

 

$

0.81

 

70,000

 

$

0.81

 

Granted

 

 

$

 

 

$

 

 

$

 

Exercised

 

 

$

 

 

$

 

(12,500

)

$

(0.81

)

Forfeited

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of period

 

57,500

 

$

0.81

 

57,500

 

$

0.81

 

57,500

 

$

0.81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at end of period

 

57,500

 

$

0.81

 

57,500

 

$

0.81

 

57,500

 

$

0.81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table summarizes information about non-employee options outstanding under the stock option plan at December 31, 2017:

 

Exercise
Price

 

Shares
Outstanding

 

Weighted Average
Remaining Contractual Life

 

Shares
Exercisable

 

$

0.81

 

57,500

 

1.54

 

57,500

 

 

The Company recorded $388 thousand of stock-based compensation expense in 2016.  In 2017, the Company recognized stock-based compensation expense of $672 thousand.  The Company recorded no stock-based compensation expense in 2015.  The total intrinsic value of options exercised was $0; $1,414,892; and $856,269 in 2017, 2016, and 2015, respectively.  There were no options outstanding and exercisable with exercise prices lower than market price at December 31, 2017.

 

Options Pricing Models — Assumptions

 

The expected life is based on the Company’s historical experience with option exercise trends.  The assumptions for expected volatility is based on a calculation of volatility over the five-years preceding the grant date.  Risk-free interest rates are set using grant-date U.S. Treasury yield curves.  In its calculations, the Company assumed no dividends.