Equity-Based Compensation | 2. Equity-Based Compensation Intevac accounts for share-based awards in accordance with the provisions of the accounting guidance which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, consultants and directors based upon the grant-date fair value of those awards. The estimated fair value of Intevac’s equity-based awards, less expected forfeitures, is amortized over the awards’ service periods using the graded vesting attribution method. Descriptions of Plans Equity Incentive Plans At January 2, 2016, Intevac had equity-based awards outstanding under the 2012 Equity Incentive Plan and the 2004 Equity Incentive Plan (the “Plans”) and the 2003 Employee Stock Purchase Plan (the “ESPP”). Intevac’s stockholders approved all of these plans. The Plans are a broad-based, long-term retention program intended to attract and retain qualified management and employees, and align stockholder and employee interests. The Plans permit the grant of incentive or non-statutory stock options, restricted stock, stock appreciation rights, RSUs and performance shares. Option price, vesting period, and other terms are determined by the administrator of the Plans, but the option price shall generally not be less than 100% of the fair market value per share on the date of grant. As of January 2, 2016, 4.4 million shares of common stock were authorized for future issuance under the Plans. The 2012 Plan expires no later than May 8, 2022. 2003 Employee Stock Purchase Plan In 2003, Intevac’s stockholders approved adoption of the ESPP, which serves as the successor to the Employee Stock Purchase Plan originally adopted in 1995. Upon adoption of the ESPP, all shares available for issuance under the prior plan were transferred to the ESPP. The ESPP provides that eligible employees may purchase Intevac common stock through payroll deductions at a price equal to 85% of the lower of the fair market value at the beginning of the applicable offering period or at the end of each applicable purchase interval. Offering periods are generally two years in length, and consist of a series of six-month purchase intervals. Eligible employees may join the ESPP at the beginning of any six-month purchase interval. Under the terms of the ESPP, employees can choose to have up to 15% of their base earnings withheld to purchase Intevac common stock. As of January 2, 2016, 326,000 shares remained available for issuance under the ESPP. The effect of recording equity-based compensation for fiscal 2015, 2014 and 2013 was as follows (in thousands): 2015 2014 2013 Equity-based compensation by type of award: Stock options $ 963 $ 1,094 $ 984 RSUs 1,711 1,464 419 Employee stock purchase plan 946 442 1,091 Total equity-based compensation $ 3,620 $ 3,000 $ 2,494 Tax effect on equity-based compensation $ — $ — $ 27 Stock Options The exercise price of each stock option equals the market price of Intevac’s stock on the date of grant. Most options are scheduled to vest over three and/or four years and expire no later than ten years after the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable. Intevac’s employee stock options have characteristics significantly different from those of publicly traded options. The weighted average assumptions used in the model are outlined in the following table: 2015 2014 2013 Stock Options: Weighted-average fair value of grants per share $ 2.05 $ 3.15 $ 2.49 Expected volatility 46.12 % 52.12 % 56.28 % Risk free interest rate 1.42 % 1.39 % 1.09 % Expected term of options (in years) 3.99 4.38 4.20 Dividend yield None None None The computation of the expected volatility assumption used in the Black-Scholes calculations for new grants is based on historical volatility of Intevac’s stock price. The risk-free interest rate is based on the yield available on U.S. Treasury Strips with an equivalent remaining term. The expected life of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The dividend yield assumption is based on Intevac’s history of not paying dividends and the assumption of not paying dividends in the future. A summary of the stock option activity is as follows: Shares Weighted Weighted Average Aggregate Options outstanding at January 3, 2015 2,584,935 $ 8.26 4.15 $ 1,895,817 Options granted 447,625 $ 5.51 Options cancelled and forfeited (544,423 ) $ 9.67 Options exercised (54,490 ) $ 4.40 Options outstanding at January 2, 2016 2,433,647 $ 7.52 4.10 $ 141,546 Vested and expected to vest at January 2, 2016 2,300,981 $ 7.60 4.01 $ 138,643 Options exercisable at January 2, 2016 1,415,758 $ 8.55 3.17 $ 112,363 The total intrinsic value of options exercised during fiscal years 2015, 2014 and 2013 was $65,000, $496,000 and $49,000, respectively. At January 2, 2016, Intevac had $900,000 of total unrecognized compensation expense, net of estimated forfeitures, related to stock option plans that will be recognized over the weighted average period of 1.15 years. The options outstanding and currently exercisable at January 2, 2016 were in the following exercise price ranges: Options Outstanding Options Exercisable Range of Exercise Prices Number of Outstanding Weighted Weighted Number Weighted $3.91 - $ 5.62 831,947 5.28 $ 4.93 269,411 $ 4.30 $5.71 - $7.55 854,325 4.31 $ 6.93 461,122 $ 6.94 $7.74 - $22.01 747,375 2.55 $ 11.08 685,225 $ 11.32 $3.91 - $22.01 2,433,647 4.10 $ 7.52 1,415,758 $ 8.55 Stock Option Exchange Program During our Annual Stockholder’s Meeting held on May 9, 2013, our stockholders approved a one-time Employee Stock Option Exchange Program (the “Exchange Program”) pursuant to which eligible employees were provided an opportunity to exchange, on a grant-by-grant basis, eligible outstanding stock options for a lesser number of new options, to be granted under our 2012 Equity Incentive Plan. Options eligible for the Exchange Program are those that were granted prior to the 12-month period preceding the start of the Exchange Program offering period, and have exercise prices per share that are greater than $8.49, 50% above our closing per share stock price measured as of July 5, 2013 which is shortly before the start of the Exchange Program. The Exchange Program offering period commenced on July 6, 2013 and closed on August 6, 2013, at which time a total of 87 eligible option holder participants exchanged 766,000 outstanding stock options for 336,000 stock options. The Exchange Program was launched to restore the intended retention and incentive value of employee equity awards, reduce the potential dilutive effect of our equity incentive program, and reduce pressure to grant additional equity awards to employees in the short term. Participation in the Exchange Program was made available to all employees in the United States and Singapore except for the Named Executive Officers. Non-employee members of our Board of Directors were also not eligible to participate. The exchange of options under the Exchange Program resulted in a total incremental charge to compensation expense of $126,000. This incremental charge is being recognized over the vesting periods of the new options. These vesting periods range from one to three years beginning on the first anniversary of the grant. RSUs A summary of the RSU activity is as follows: Shares Weighted Fair Value Weighted Average Aggregate Non-vested RSUs at January 3, 2015 350,429 $ 6.62 1.56 $ 2,586,166 Granted 346,586 $ 6.01 Vested (112,376 ) $ 7.06 Cancelled (31,055 ) $ 6.30 Non-vested RSUs at January 2, 2016 553,584 $ 6.16 1.02 $ 2,607,381 RSUs are converted into shares of Intevac common stock upon vesting on a one-for-one basis. RSUs typically are scheduled to vest over three and/or four years. Vesting of RSUs is subject to the grantee’s continued service with Intevac. The compensation expense related to these awards is determined using the fair market value of Intevac common stock on the date of the grant, and the compensation expense is recognized over the vesting period. At January 2, 2016, Intevac had $991,000 of total unrecognized compensation expense, net of estimated forfeitures, related to RSUs that will be recognized over the weighted average period of 1.02 years. The annual bonus for participants in the Company’s annual incentive plan for fiscal 2015 will be settled with RSUs with one year vesting issued in 2016. The Company accrued for the payment of bonuses at the expected company-wide payout percentage amount at January 2, 2016, which amounts were less than the target bonus amounts for each participant. The bonus accrual is classified as a liability until the number of shares is determined on the date the awards are granted, at which time the Company classifies the awards into equity. The Company recorded equity-based compensation expense related to the annual incentive plan of $324,000 in fiscal 2015. At January 2, 2016, Intevac had $560,000 of total unrecognized compensation expense, net of estimated forfeitures, related to the annual incentive plan that will be recognized over the weighted average period of 0.69 years. The annual bonus for participants in the Company’s annual incentive plan for fiscal 2014 was settled with RSUs with one year vesting issued in 2015. The Company recorded equity-based compensation expense related to the annual incentive plan of $554,000 in fiscal 2014. In February 2015, the annual bonus for certain participants was settled with RSUs with one year vesting. Twenty-nine participants were granted stock awards to receive 133,000 shares of common stock with a weighted average grant date fair value of $6.85 per share. Performance-based RSUs (“performance-based awards”) granted in fiscal 2013 to certain executive officers are also subject to the achievement of specified performance goals. These performance-based awards become eligible to vest only if performance goals are achieved and then actually will vest only if the grantee remains employed by Intevac through each applicable vesting date. The fair value of these performance-based awards is estimated on the date of grant and assumes that the specified performance goals will be achieved. If the goals are achieved, these awards vest over a specified remaining service period, provided that the grantee remains employed by Intevac through each scheduled vesting date. If the performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The expected cost of each award is reflected over the service period and is reduced for estimated forfeitures. For performance-based awards granted during fiscal 2013, the performance goals require the achievement of targeted revenues and adjusted annual operating profit levels measured at the end of two and three-year periods. In early 2015, the Compensation Committee assessed performance against the goals following the completion of the 2-year performance period for Tranche 1 and determined that 5,532 shares of the awards became earned and therefore eligible for time-based vesting. In early 2016, the Compensation Committee assessed performance against the goals following the completion of the 3-year performance period for Tranche 2 and determined that 4,920 shares of the awards became earned and therefore eligible for time-based vesting. ESPP The fair value of the employee stock purchase right is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: 2015 2014 2013 Stock Purchase Rights: Weighted-average fair value of grants per share $ 2.14 $ 2.08 $ 1.63 Expected volatility 43.45 % 44.00 % 51.54 % Risk free interest rate 0.45 % 0.11 % 0.26 % Expected term of purchase rights (in years) 1.36 0.69 1.77 Dividend yield None None None The expected life of purchase rights is the period of time remaining in the current offering period. The ESPP activity during fiscal 2015, 2014 and 2013 is as follows: 2015 2014 2013 (in thousands, except per share amounts) Shares purchased 374 444 457 Weighted average purchase price per share $ 3.90 $ 3.63 $ 3.58 Aggregate intrinsic value of purchase rights exercised $ 688 $ 1,444 $ 745 As of January 2, 2016, Intevac had $595,000 of total unrecognized compensation expense, net of estimated forfeitures related to purchase rights that will be recognized over the weighted average period of 0.70 years. |