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Stock Based Compensation | 6 Months Ended
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Jun. 29, 2013
Stock Based Compensation | 6. Stock Based Compensation 2008 Equity Incentive Plan For the six months ended June 29, 2013, the only active share-based compensation plan was the 2008 Equity Incentive Plan (the “Incentive Plan”). The terms of awards granted during the six months ended June 29, 2013 were consistent with those described in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 29, 2012. Summary of Stock Options The following table summarizes information regarding activity in our stock option plan during the six months ended June 29, 2013:
|  | Number of Shares |  |  | Weighted Average Exercise Price Per Share |  |  | Aggregate Intrinsic Value (thousands) |
--- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Outstanding at December 29, 2012 |  | 1,570,543 |  |  | $ |  | 3.64 |  |  |  |  |
Granted |  | 48,200 |  |  | $ |  | 4.74 |  |  |  |  |
Exercised |  | (292,016 | ) |  | $ |  | 2.79 |  |  |  |  |
Canceled or forfeited |  | (83,868 | ) |  | $ |  | 4.41 |  |  |  |  |
Outstanding at June 29, 2013 |  | 1,242,859 |  |  | $ |  | 3.83 |  |  | $ |  | 2,736 |
The weighted-average grant date fair value of the options granted under the Company’s stock plans as calculated using the Black-Scholes option-pricing model was $2.89 and $2.75 per share for the three months ended June 29, 2013 and June 30, 2012, respectively. The weighted-average grant date fair value of the options granted under the Company’s stock plans as calculated using the Black-Scholes option-pricing model was $3.00 and $2.77 per share for the six months ended June 29, 2013 and June 30, 2012, respectively. The Company uses the Black-Scholes option-pricing model to estimate fair value of stock-based awards (options) with the following weighted average assumptions:
| Three Months Ended |  |  | Six Months Ended |
--- | --- | --- | --- | --- | ---
| June 29, 2013 |  |  | June 30, 2012 |  |  | June 29, 2013 |  |  | June 30, 2012 |
Average risk free interest rate |  | 1.31 |  | % |  |  | 0.68 |  | % |  |  | 0.83 |  | % |  |  | 0.70 |  | %
Expected life (in years) |  | 4.50 years |  |  |  | 4.55 years |  |  |  | 4.50 years |  |  |  | 4.55 years |
Dividend yield |  | 0 |  | % |  |  | 0 |  | % |  |  | 0 |  | % |  |  | 0 |  | %
Average volatility |  | 79 |  | % |  |  | 91 |  | % |  |  | 84 |  | % |  |  | 91 |  | %
Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history over a period commensurate with the expected term of the options, trading volume of the Company’s stock, look-back volatilities and Company specific events that affected volatility in a prior period. The expected term of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is based on the history of exercises and cancellations on all past option grants made by the Company, the contractual term, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future. The following table shows stock-based compensation expense included in the condensed consolidated statements of operations for the three months and six months ended June 29, 2013 and June 30, 2012:
| Three Months Ended |  |  | Six Months Ended |
--- | --- | --- | --- | --- | ---
(in thousands) | June 29, 2013 |  |  | June 30, 2012 |  |  | June 29, 2013 |  |  | June 30, 2012 |
Cost of revenues | $ |  | 29 |  |  | $ |  | 16 |  |  | $ |  |  | 51 |  |  | $ |  | 34 |
Research and development |  | 16 |  |  |  | 20 |  |  |  | 36 |  |  |  | 39 |
Sales and marketing |  | 28 |  |  |  | 26 |  |  |  | 50 |  |  |  | 55 |
General and administrative |  | 100 |  |  |  | 88 |  |  |  | 197 |  |  |  | 169 |
| $ |  | 173 |  |  | $ |  | 150 |  |  | $ |  |  | 334 |  |  | $ |  | 297 |
Approximately $11 thousand and $6 thousand of the stock-based compensation recognized was capitalized into invento ry as a component of overhead for the quarters ended June 29, 2013 and June 30, 2012, respectively. Information regarding stock options outstanding, exercisable and expected to vest at June 29, 2013 is summarized below:
| Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (Years) |  |  | Aggregate Intrinsic Value (thousands) |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Options outstanding |  | 1,242,859 |  |  | $ |  | 3.83 |  |  |  | 3.44 |  |  | $ |  | 2,736 |
Options vested and expected to vest |  | 1,183,162 |  |  | $ |  | 3.83 |  |  |  | 3.31 |  |  | $ |  | 2,619 |
Options exercisable |  | 870,170 |  |  | $ |  | 3.79 |  |  |  | 2.33 |  |  | $ |  | 1,999 |
The aggregate intrinsic value in the table above represents the pre-tax intrinsic value, based on the Company’s closing price as of June 28, 2013, that would have been received by option holders had all option holders exercised their stock options as of that date. This amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised for the six months ended June 29, 2013 and June 30, 2012 were approximately $445 thousand and $198 thousand, respectively. As of June 29, 2013, there was $869 thousand of total unrecognized compensation cost, net of expected forfeitures, related to non-vested share-based compensation arrangements under the Incentive Plan. The cost is expected to be recognized over a weighted average period of 3.07 years. Summary of Restricted Stock Units and Awards Information regarding the restricted stock units activity for the six months ended June 29, 2013 is summarized below:
| Number of Shares |
--- | --- | ---
Outstanding at December 29, 2012 |  | 55,999 |
Restricted stock units granted |  | 220,000 |
Restricted stock units released |  | (1,250 | )
Restricted stock units forfeited |  | 0 |
Outstanding at June 29, 2013 |  | 274,74 9 |
The weighted grant date fair value for restricted stock units awarded during the period was $258 thousand. The stock price on the date of grant was $4.45 per share. On March 25, 2013, the Company granted a restricted stock unit award for up to 220,000 shares of the Company’s common stock (the “Market Performance Award”) under the terms of the Company’s 2008 Equity Incentive Plan, as amended, to the Company’s President and Chief Executive Officer. The number of shares issuable pursuant to the Market Performance Award will be based upon the Company’s average stock price performance during the two months prior to and two months following the date the service condition is met, or the fair market value of the Company’s common stock in the event vesting is triggered by a change of control of the Company. The Market Performance Award is expected to vest on December 31, 2014, given that no other vesting triggers occur prior to that date. To the extent that the market condition is not met, the Market Performance Award will not vest and will be cancelled. Since the market conditions will affect the vesting of the Market Performance Award, the Company cannot use the Black-Scholes option-pricing model to value the award; instead, a binomial model must be used. The Company utilized the Monte Carlo simulation technique, which incorporated assumptions for the expected holding period, risk-free interest rate, stock price volatility and dividend yield. Compensation expense is recognized ratably until such time as the market condition is satisfied. There were no restricted stock awards granted, vested and forfeited for the six months ended June 29, 2013. Stock Repurchase Program In May 2011, the Company approved a stock repurchase program authorizing the Company to purchase in open market or privately negotiated transactions, up to $2.0 million worth of our common stock, from time to time during the next 12 months. In February 2012, the Company approved an extension of its stock repurchase program authorizing the Company to purchase up to $4.0 million worth of our common stock, from time to time prior to March 2013. In February 2013, the Board of Directors approved a new one year $3.0 million stock repurchase program that replaced the prior two year $4.0 million stock repurchase program. For the six months ended June 29, 2013, the Company has purchased 16,904 shares at an average price of $4.5 0 per share. As of June 29, 2013, the Company still has the authorization to purchase up to $2.9 million in common shares under the stock repurchase program. See Item 2, Unregistered Sales of Equity Securities and Use of Proceeds in Part II, Other Information, for additional information. Preferred Stock Conversion On June 11, 2013, all outstanding shares of the Company’s Series A Preferred Stock automatically converted into 1,000,000 shares of common stock. The Series A Preferred shares were issued to BlueLine Capital Partners LP and affiliated entities as part of a private placement in 2007. The Certificate of Designation authorizing the Series A Preferred shares provided for their automatic conversion into common stock in the event that IRIDEX common stock traded above $5.00 per share for 30 consecutive trading days.

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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 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 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 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 5: 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 6: 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 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 8: 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. + Details
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