Note 12 - Shareholders’ Equity

General

The Company shares are traded on the NASDAQ National Market under the symbol of CAMT, and also listed and traded on the Tel-Aviv stock exchange.

Stock Option Plan

As of December 31, 2018, the Company has one effective Share Incentive Plan (and Sub-Plan for Grantees Subject to Israeli Taxation) for the issuance of options, restricted share units and/ or restricted shares to employees, officers, directors, consultants and other services providers of the Company or any affiliated companies thereof (the “2018 Plan”). The 2018 Plan was adopted by the Company in April 2018 and thereby replaced the Company’s previous equity plans (the “2014 Share Option Plan” and the “2007 Restricted Share Unit Plan”). The total number of equity awards that may be granted under the 2018 Plan during each calendar year is equal to three and a half percent (3.5%) of the Company’s total issued and outstanding Share capital as of the 31st of December of the preceding calendar year. As of the balance sheet date, the number of awards available for grant was 224,428.

The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model that used the weighted average assumptions in the following table and recognized over the vesting period of four years. The risk‑free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	2017 Grant	2016 Grant
Valuation assumptions:
Dividend yield *	0	0
Expected volatility	66%	66%
Risk-free interest rate	1.87%	1.38%
Expected life (years) **	4.8	4.8

*The option grant was made prior to the dividend distribution. As such, the valuation assumptions reflect the Company’s previous record of not paying dividends.

**Expected life for the periods presented was determined according to the simplified method since, at the date of grant, the Company did not have enough history to make an estimate.

The total intrinsic value of outstanding options as of December 31, 2018, 2017, and 2016 is $1,886, $3,450 and $1,040, respectively.

The total intrinsic value of vested options as of December 31, 2018, 2017, and 2016 is $855, $1,140 and $204 respectively.

The total stock option compensation expense related to continued operations amounted to $402, $634, and $429 in 2018, 2017 and 2016, respectively.

As of December 31, 2018, there was $335 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.54 years.

Share option activity during the past three years is as follows:

	Year Ended December 31,
	2018					2017					2016
				Weighted					Weighted					Weighted
	Number			average		Number			average		Number			average
	of			exercise		of			exercise		of			exercise
	options			price US$		options			price US$		options			price US$
Outstanding at January 1		1,173,433			2.80		1,653,434			2.82		1,151,121			3.28
Granted		-			-		154,600			2.75		527,500			1.92
Forfeited and cancelled		(43,159	)		2.53		(152,698	)		2.77		(25,187	)		5.00
Exercised		(610,489	)		2.79		(481,903	)		2.87		-			0.00

Outstanding at year end		519,785			3.16		1,173,433			2.80		1,653,434			2.82

Vested at year end		217,976			2.85		490,086			3.36		725,466			3.32

Weighted

Aggregate

Number

Weighted

Average

intrinsic

average

Remaining

Value (in

options

exercise

Contractual

US$

outstanding

price US$

term (years)

thousands)

Outstanding as of December 31, 2018

519,785

3.16

4.14

1,886

Vested and expected to vest at December 31, 2018

508,684

3.16

4.14

1,846

Exercisable at December 31, 2018

217,976

2.85

3.14

855

The following table summarizes information about share options at December 31, 2018:

					Weighted
					average
					remaining
					Contractual term
	Number of				(years)
	outstanding		Number		of outstanding
Exercise price US$	options		exercisable		options
0-2		179,154		73,797		4.22
2-5		340,631		144,179		4.10
		519,785		217,976		4.14

The following table summarizes information about non-vested options at December 31, 2018:

				Weighted
				average
				grant- date
	Options			fair value
Balance at January 1, 2018		683,347			1.58
Granted		-			-
Vested		(348,962	)		1.32
Forfeited		(32,576	)		1.45

Balance at December 31, 2018		301,809			2.04

Restricted Share Unit Plan

In April 2018, the Company adopted a Restricted Share Unit (“RSU”) Plan (the “Plan”) to replace the 2007 Restricted Share Unit Plan, pursuant to which the Company’s Board of Directors may grant shares to officers and key employees. The total number of shares, which may be granted to directors, officers, employees and consultants under this Plan, is limited to 3.5% out of the outstating shares (1,275,507 as of December 31, 2018). Forfeited units are returned to the pool.

The exercise price for each grantee shall be as determined by the Board and specified in the applicable RSU notice of grant; provided, however, that unless otherwise determined by the Board (which determination shall not require shareholder approval unless so required in order to comply with Mandatory Law), the exercise price shall be no more than the underlying share’s nominal value. For the removal of any doubt, the Board is authorized (without the need for shareholder approval unless so required in order to comply with Mandatory Law) to determine that the exercise price of an RSU is to be $0.00.

Unless otherwise determined by the Board with respect to any specific grantee or to any specific grant, (which determination shall not require shareholder approval unless so required in order to comply with Mandatory Law) and provided accordingly in the applicable RSU notice of grant, the RSUs shall vest (become automatically exercised) according to the vesting schedules as determined by the Board.

The following table summarizes information about RSUs at December 31, 2018:

	RSUs
Balance at January 1, 2018		86,500
Granted		1,051,054
Forfeited		(2,700	)

Balance at December 31, 2018		1,134,854

The total compensation cost recognized in the year ending December 31, 2018, amounted to $1,271. The unrecognized compensations in the amount of $7,559 will be recognized in the years 2019 to 2022

As of the balance sheet date the number of RSU’s available for grant was 224,428.

Dividend

On May 30, 2018, the Company paid a dividend of $0.14 per share, totaling $5.1 million.

On November 30, 2017, the Company paid a dividend of $0.14 per share, totaling $5 million.