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Common Stock Incentive, Stock Purchase Plans and Other Compensation Plans

12 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Common Stock Incentive, Stock Purchase Plans and Other Compensation Plans

(10) Common Stock Incentive, Stock Purchase Plans and Other Compensation Plans

At June 30, 2013, 1,440,001 shares of Common Stock were reserved for future grants of stock incentive grants under the Company’s four stock incentive plans.

The 1994 Plan (“1994 Plan”)

Under the terms of the 1994 Plan, the number and price of the stock incentive awards granted to employees is determined by the Board of Directors and such grants vest, in most cases, incrementally over a period of four years and expire no more than ten years after the date of grant. At the time of approval, 395,000 shares of our common stock were reserved for issuance under this plan. As of June 30, 2013, there are no shares available for grant. Based on the Articles of the 1994 stock incentive plan, no awards shall be granted more than ten years after the effective date of the plan unless amended.

The Directors’ Stock Option Plan (“Director’s Plan”)

Options under the Director’s Plan vest after one year and expire seven years from the date of grant. At the time of approval, 50,000 shares of our common stock were reserved for issuance under this plan. As of June 30, 2013, there are 41,500 shares available for future grant.

2008 Stock Incentive Plan (“2008 Plan”)

The 2008 Plan was created to promote growth of the Company by aligning the long-term financial success of the Company with the employees, consultants and directors. At the time of approval, 5,500,000 shares of our common stock were reserved for issuance under this plan. The 2008 Plan, administered by the Compensation Committee of the Board of Directors, provides for granting of incentive awards in the form of stock options, stock appreciation rights (RSAs) and restricted stock to employees, directors and consultants of the Company. Stock options awarded will vest upon the Company’s stock achieving a closing price of $1.50 and expire ten years from grant date or upon employee or director termination. Restricted shares awarded will vest 33.33% a year over a three year period and expire upon employee or director termination. There have been no RSAs granted from the 2008 Plan. As of June 30, 2013, there are 342,501 shares available for grant under the 2008 Plan.

2011 Stock Incentive Plan (“2011 Plan”)

The 2011 Plan was designed to increase shareholder value by compensating employees over the long term. The plan is to be used to promote long-term financial success and execution of our business strategy. At the time of approval, 1,750,000 shares of our common stock were reserved for issuance under this plan. The 2011 Plan, administered by the Compensation Committee of the Board of Directors, provides for granting of incentive awards in the form of stock options, stock appreciation rights (RSAs) and restricted stock to employees, directors and consultants of the Company. Stock options awarded will vest upon the Company’s stock achieving a closing price of $1.50 and expire ten years from the grant date or upon employee or director termination. Additionally, a single 200,000 stock option grant was awarded to a third party consultant intended to provide incentive which is aligned with management and the shareholders. Vesting for these option shares will occur once certain performance conditions have been fulfilled. There have been no RSAs or restricted stock granted from the 2011 Plan. As of June 30, 2013, there are 1,056,000 shares available for grant under the 2011 Plan.

1^stDetect 2011 Stock Incentive Plan

The 2011 Plan was designed to increase shareholder value by compensating employees over the long term. The plan is to be used to promote long-term financial success and execution of our business strategy. At the time of approval, 2,500 shares of 1^st Detect stock were reserved for issuance under this plan. The 2011 Plan, administered by the Board of Directors of 1^st Detect, provides for granting of incentive awards in the form of stock options to certain directors, officers and employees of 1^st Detect. The awards vest upon certain performance conditions being met and expire ten years from the grant date. The stock options have an exercise price equal to the fair market value of 1^st Detect’s common stock on the date of grant as determined by an independent valuation firm. As of June 30, 2013, there are 1,800 shares available for grant under the 2011 Plan.

Astrogenetix

On January 19, 2010, an independent committee of the Board of Directors of Astrogenetix, a subsidiary of the Company, approved a grant of 1,550 restricted stock shares and 2,050 stock purchase warrants to certain officers, directors and employees of Astrogenetix, of which 375 and 50 have subsequently been cancelled. The awards vested 50% a year over a two-year period. The restricted stock awards are equal to the fair market value of Astrogentix’s common stock on the date of grant as determined by an independent valuation firm. The Company utilized the Black-Scholes methodology in determining the fair market value of the warrants.

Stock Option Activity Summary

The Company’s stock options activity for year ended June 30, 2012 and 2013 was as follows:


	Shares	Weighted Average
	(in thousands)	Exercise Price
Outstanding at June 30, 2011	377	$	1.28
Granted	779		0.79
Exercised	—		—
Cancelled or expired	(15)		12.66
Outstanding at June 30, 2012	1,141		0.79
Granted	330		1.20
Exercised	(119)		0.34
Cancelled or expired	(177)		0.85
Outstanding at June 30, 2013	1,175		0.94

The aggregate intrinsic value of options exercisable at June 30, 2013 was $0.1 million as the fair value of the Company’s common stock is more than the exercise prices of these options.


Range of exercise prices	Number Outstanding	Options Outstanding Weighted- Average Remaining Contractual Life (years)	Weighted- Average Exercise Price		Number Exercisable	Options Exercisable Weighted- Average Exercise Price
$0.32 – 0.45	228,750	5.26	$	0.38	228,750	$	0.38
$0.71 – 0.71	405,400	8.21		0.71	—		—
$1.03 – 24.10	541,000	7.45		1.36	11,000		11.94
$0.32 – 24.10	1,175,150	7.29	$	0.94	239,750	$	0.91

Compensation costs recognized related to vested stock option awards during the year ended June 30, 2013, and 2012 was $0.1 million and $0.1 million, respectively. At June 30, 2013 and 2012, there was $0.5 million and $0.3 million, respectively, of total unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a weighted-average period of 7.9 years.

Restricted Stock

At June 30, 2013, and 2012, there was $0.1 million and $0.1 million of unrecognized compensation costs related to restricted stock, respectively, which is expected to be recognized over a weighted average period of 1.2 years.

The Company’s restricted stock activity for the year ended June 30, 2012 and 2013, was as follows:


	Shares (in thousands)	Weighted Average Grant-Date Fair Value
Non-vested at June 30, 2011	1,365	$	1.14
Issued	25		0.75
Vested	(699)		1.14
Cancelled or expired	(13)		1.22
Non-vested at June 30, 2012	678	$	1.12
Issued	—		—
Vested	(528)		1.13
Cancelled or expired	(133)		1.15
Non-vested at June 30, 2013	17	$	0.75

Stock Options 1^stDetect

At June 30, 2013 and 2012, there was $0.1 million and $0.1 million of unrecognized compensation costs related to options and warrants, respectively, which is expected to be recognized over a weighted average period of 8.2 years.

The Company’s stock activity for the year ended June 30, 2012 and 2013 was as follows:


		Weighted Average
	Shares	Exercise Price
Outstanding at June 30, 2011	1,820	$	212.00
Granted	965		212.00
Exercised	—		—
Cancelled or expired	(55)		212.00
Outstanding at June 30, 2012	2,730	$	212.00
Granted	—		—
Exercised	—		—
Cancelled or expired	(255)		212.00
Outstanding at June 30, 2013	2,475	$	212.00

Restricted Stock 1^stDetect

At June 30, 2013 and 2012 the awards were fully vested and there is no additional compensation expense to be recognized related to restricted stock.

Stock Options Astrogenetix

At June 30, 2013 and 2012 the warrants were fully vested and there is no additional compensation expense to be recognized related to warrants.

The Company’s stock options activity for the year ended June 30, 2013 was as follows:


		Weighted Average
	Shares	Exercise Price
Outstanding at June 30, 2011	2,050	$	167.00
Granted	—		—
Exercised	—		—
Cancelled or expired	(50)		167.00
Outstanding at June 30, 2012	2,000	$	167.00
Granted	—		—
Exercised	—		—
Cancelled or expired	—		—
Outstanding at June 30, 2013	2,000	$	167.00

Restricted Stock Astrogenetix

At June 30, 2013 and 2012 the awards were fully vested and there is no additional compensation expense to be recognized related to restricted stock.

Fair Value of Stock Based Compensation

Stock-based compensation costs are generally based on the fair value calculated from the Black-Scholes or Binomial option-pricing model on the date of grant for stock options. The fair values of stock are amortized as compensation expense on a straight-line basis over the vesting period of the grants. The assumptions used are summarized in the following table:


	Astrotech
	Year ended June 30,
	2013		2012
Expected Dividend Yield	0	%	0	%
Expected Volatility	0.71		0.77
Risk-Free Interest Rates	0.20	%	0.21	%
Expected Option Life (in years)	10.00		10.00


	•		The expected dividend yield is based on our current dividend yield and the best estimate of projected dividend yield for future periods within the expected life of the option, which is currently 0%.

	•		We estimated volatility using our historical share price performance over the last two years. Management believes the historical estimated volatility is materially indicative of expectations about expected future volatility.

	•		The estimate of the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

	•		The expected life is calculated using the contractual term of the options as well as an analysis of the Company’s historical exercises of stock options.


	Spacetech
	Year ended June 30,
	2013 ⁽¹⁾	2012
Expected Dividend Yield	—	0	%
Expected Volatility	—	0.33
Risk-Free Interest Rates	—	0.09	%
Expected Option Life (in years)	—	10.00


	(1)		No options were issued in the year ended June 30, 2013.

	•		The expected dividend yield is based on our current dividend yield and the best estimate of projected dividend yield for future periods within the expected life of the option, which is currently 0%.

	•		We estimated volatility using industry competitor’s historical share price performance over the last two years. Management believes the historical estimated volatility is materially indicative of expectations about expected future volatility.

	•		The estimate of the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

	•		The expected life is calculated using the contractual term of the options as well as an analysis of the Company’s historical exercises of stock options.

Securities Repurchase Program

In March 2009, the Company repurchased 300,000 shares of Common Stock at a price of $0.40 per share, pursuant to the securities repurchase program. As of June 30, 2011, we had repurchased 311,660 share of Common Stock at a cost of $0.2 million, which represents an average cost of $0.76 per share, and $1.1 million of Senior Convertible Notes. As a result, the Company is authorized to repurchase an additional $5.7 million of securities under this program.

Common stock repurchases under the Company’s securities repurchase program may be made from time-to-time, in the open market, through block trades or otherwise in accordance with applicable regulations of the Securities and Exchange Commission. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time-to-time without prior notice. Additionally, the timing of such transactions will depend on other corporate strategies and will be at the discretion of the management of the Company.

- 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.

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