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SHARE-BASED COMPENSATION
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION

NOTE 15. SHARE-BASED COMPENSATION

During 2022, 2021 and 2020, all the stock-based compensation expenses were recognized in the general and administrative expenses in our consolidated statements of operations. The stock-based compensation expense recognized in the general and administrative expenses in our consolidated statements of operations were $0 thousand, $0 thousand and $1 thousand, respectively.

 

There were no significant capitalized stock-based compensation costs at December 31, 2022 and 2021. There was no recognized stock-based compensation tax benefit for the years ended December 31, 2022, 2021 and 2020, as our Company recognized a full valuation allowance on net deferred tax assets as of December 31, 2022 and 2021.

(a) Overview of Stock-Based Compensation Plans

Summarized below are the stock-based compensation plans pursuant to which awards have been granted as of December 31, 2022.

2004 Employee Share Option Plan

At the June 2004 annual general meeting of shareholders, the shareholders of our Company approved the GigaMedia Limited 2004 Employee Share Option Plan (the “2004 Plan”) under which up to 1.4 million ordinary shares of our Company have been reserved for issuance. All employees, officers, directors, supervisors, advisors, and consultants of our Company are eligible to participate in the 2004 Plan. The 2004 Plan is administered by a committee designated by the board of directors. The committee as plan administrator has complete discretion to determine the exercise price for the option grants, the eligible individuals who are to receive option grants, the time or times when options grants are to be made, the number of shares subject to grant and the vesting schedule. The maximum contractual term for the options under the 2004 Plan is 10 years.

2006 Equity Incentive Plan

At the June 2006 annual general meeting of shareholders, the shareholders of our Company approved the GigaMedia Limited 2006 Equity Incentive Plan (the “2006 Plan”) under which up to 200 thousand ordinary shares of our Company have been reserved for issuance. The 2006 Plan is administered by a committee designated by the board of directors. The committee as plan administrator has complete discretion to determine the grant of awards under the 2006 Plan. The maximum contractual term for the options under the 2006 Plan is 10 years.

2007 Equity Incentive Plan

At the June 2007 annual general meeting of shareholders, the shareholders of our Company approved the GigaMedia Limited 2007 Equity Incentive Plan (the “2007 Plan”) under which up to 400 thousand ordinary shares of our Company have been reserved for issuance. The 2007 Plan is administered by a committee designated by the board of directors. The committee as plan administrator has complete discretion to determine the grant of awards under the 2007 Plan. The maximum contractual term for the options under the 2007 Plan is 10 years.

 

Summarized below are the general terms of our stock-based compensation plans, for which awards have been granted as of December 31, 2022.

 

Stock-Based compensation plan

 

Granted awards

 

 

 

Vesting schedule

 

Options’ exercise
price

 

RSUs’ grant date
fair value

 

2004 plan

 

 

1,575,037

 

(1)

 

immediately upon granting to four years

 

$3.95~$12.75

 

 

 

2006 Plan

 

 

256,716

 

(2)

 

immediately upon granting to four years

 

$3.85~$83

 

$14.55~$80.05

 

2007 Plan

 

 

675,057

 

(3)

 

immediately upon granting to four years

 

$2.90~$90.85

 

$12.35~$76.75

 

 

(1)
The granted awards, net of forfeited or canceled options, were within reserved shares of 1,400 thousand ordinary shares.
(2)
The granted awards, net of forfeited or canceled options or shares, were within reserved shares of 200 thousand ordinary shares.
(3)
The granted awards, net of forfeited or canceled options or shares, were within reserved shares of 400 thousand ordinary shares.

 

Options and RSUs generally vest over the schedule described above. Certain RSUs provide for accelerated vesting if there is a change in control. All options and RSUs are expected to be settled by issuing new shares.

(b) Options

In 2022, 2021 and 2020, no options were exercised for each year.

Our Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted to employees on the grant date. No options were granted to employees during 2022, 2021 and 2020.

Option term. The expected term of the options granted represents the period of time that they are expected to be outstanding. Our Company estimates the expected term of options granted based on historical experience with grants and option exercises.

Expected volatility rate. An analysis of historical volatility was used to develop the estimate of expected volatility.

Risk-free interest rate. The risk-free interest rate is based on yields of U.S. Treasury bonds for the expected term of the options.

Expected dividend yield. The dividend yield is based on our Company’s current dividend yield.

Option transactions during the last three years are summarized as follows:

 

2022

 

 

2021

 

2020

 

 

Weighted
Avg.
Exercise
Price

 

 

No. of
Shares
(in thousands)

 

 

Weighted-
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

 

Weighted
Avg.
Exercise
Price

 

 

No. of
Shares
(in thousands)

 

 

 

Weighted
Avg.
Exercise
Price

 

 

No. of
Shares
(in thousands)

 

Balance at January 1

$

6.13

 

 

 

37

 

 

 

 

 

 

 

 

$

6.16

 

 

 

49

 

 

 

$

11.00

 

 

 

225

 

Options granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Forfeited / canceled /
   expired

 

4.05

 

 

 

(4

)

 

 

 

 

 

 

 

 

6.25

 

 

 

(12

)

 

 

 

12.35

 

 

 

(176

)

Balance at December 31

$

6.38

 

 

 

33

 

 

 

1.57

 

 

$

 

 

$

6.13

 

 

 

37

 

 

 

$

6.16

 

 

 

49

 

Exercisable at December 31

$

6.38

 

 

 

33

 

 

 

1.57

 

 

$

 

 

$

6.13

 

 

 

37

 

 

 

$

6.16

 

 

 

49

 

Vested and expected to vest at
   December 31

$

6.38

 

 

 

33

 

 

 

1.57

 

 

$

 

 

$

6.13

 

 

 

37

 

 

 

$

6.16

 

 

 

49

 

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between GigaMedia’s closing stock price on the last trading day of 2022 and the exercise price of an option, multiplied by the number of in-the-money

options) that would have been received by the option holders had they exercised their options on December 31, 2022. This amount changes based on the fair market value of GigaMedia’s stock.

As of December 31, 2022, there was no unrecognized compensation cost related to non-vested options.

The following table sets forth information about stock options outstanding at December 31, 2022:

 

Options outstanding

 

Option currently exercisable

 

Exercise price

 

No. of Shares
(in thousands)

 

 

Weighted
average
remaining
contractual life

 

Exercise price

 

No. of Shares
(in thousands)

 

Under $5

 

 

4

 

 

4.35 years

 

Under $5

 

 

4

 

$5~$50

 

 

29

 

 

1.18 years

 

$5~$50

 

 

29

 

$50~$100

 

 

 

 

 

 

$50~$100

 

 

 

 

 

 

33

 

 

 

 

 

 

 

33

 

 

(c) RSUs

The fair value of RSUs is determined and fixed on the grant date based on our stock price. No RSUs were granted during the years ended December 31, 2022, 2021 and 2020.

As of December 31 2022 and 2021, there was no unrecognized compensation cost related to non-vested RSUs. Our Company received no cash from employees as a result of employee stock award vesting and the forfeiture of RSUs during 2022, 2021 and 2020.