Stock Award Programs | The Company’s stock incentive plan is administered by the Compensation Committee and authorizes the grant or award of incentive stock options, non-qualified stock options (NQSO), restricted stock awards (RSA), stock appreciation rights, dividend equivalent rights, performance unit awards and phantom shares. The Company issues new shares of common stock upon the exercise of stock options. Any shares associated with options forfeited are added back to the number of shares that underlie stock options to be granted under the stock incentive plan. The Company has issued restricted stock awards and non-qualified stock option awards as described below. Valuation of Stock Awards Restricted Stock. Non-Qualified Stock Options. Restricted Stock Award Activity A summary of RSA activity as of September 30, 2019 and 2018, and changes during the nine month periods ended September 30, 2019 and 2018 are set forth below: 2019 2018 NON-VESTED AWARDS (Unaudited) Non-vested awards outstanding, January 1, 300,000 - Granted (+) 662,740 (1 ) 980,851 (1 ) Cancelled (-) 50,000 (2 ) - Vested (-) 405,240 (3 ) 680,851 (1 ) Non-vested awards outstanding, September 30, 507,500 300,000 Weighted-average remaining contractual life (in years) 8.24 0.8 Unamortized RSA compensation expense $ 182,586 $ 153,418 Aggregate intrinsic value of RSAs non-vested, September 30 $ 157,325 $ 138,000 Aggregate intrinsic value of RSAs vested, September 30 $ 171,867 $ 320,000 (1) During the nine month period ended September 30, 2019, the Company granted 662,740 RSAs, of which i) 238,572 of RSAs were awarded to members of the Company’s board of directors as part of their annual board retainer fee that had a grant date fair value of $100,200 and vested during the period, and ii) 424,168 of RSAs were awarded to key employees tied to the attainment of certain financial goals as outlined by the Company’s Compensation Committee of the Board of Directors that had a grant date fair value of $254,501. During the nine month period ended September 30, 2018, the Company granted 980,851 RSAs, of which i) 300,000 of RSAs were awarded as part of additional compensation plan to align key employees with the Company’s long term financial goals, and ii) 680,851 were awarded to members of the Company’s board of directors as part of their annual board retainer fee and vested during the period. (2) There were 50,000 RSAs that were cancelled during the nine month period ended September 30, 2019. There were no RSAs cancelled or expired during the nine month period ended September 30, 2018. (3) During the nine month period ended September 30, 2019, 405,240 RSAs vested. Non-Qualified Stock Option Award Activity A summary of stock option activity as of September 30, 2019 and 2018, and changes during the nine month periods ended September 30, 2019 and 2018 are set forth below: 2019 2018 Weighted Weighted Average Average Grant Date Grant Date NON-VESTED AWARDS Shares Fair Value Shares Fair Value (Unaudited) Non-vested balances, January 1, 2,067,503 $ 0.36 2,685,004 $ 0.35 Granted (+) 25,000 (1 ) $ 0.15 125,000 (1 ) $ 0.25 Cancelled (-) 80,001 (2 ) $ 0.34 50,000 (2 ) $ 0.32 Vested/Excercised (-) 837,497 $ 0.34 312,500 (3 ) $ 0.26 Non-vested balances, September 30, 1,175,005 $ 0.37 2,447,504 $ 0.35 2019 2018 Weighted Weighted Average Average OUTSTANDING AND EXERCISABLE AWARDS Shares Exercise Price Shares Exercise Price (Unaudited) Awards outstanding, January 1, 4,013,334 $ 0.58 4,173,334 $ 0.60 Granted (+) 25,000 (1 ) $ 0.41 125,000 (1 ) $ 0.50 Cancelled (-) 530,000 (2 ) $ 0.55 110,000 (2 ) $ 1.11 Exercised (-) - - 50,000 (3 ) $ 0.44 Awards outstanding, September 30, 3,508,334 $ 0.59 4,138,334 $ 0.58 Awards vested and expected to vest, September 30, 3,165,153 $ 0.59 3,547,472 $ 0.58 Awards outstanding and exercisable, September 30, 2,333,329 $ 0.58 1,690,830 $ 0.56 (1) During the nine month period ended September 30, 2019, there were non-qualified stock option (NQSO) grants of 25,000 granted to a non-employee as compensation for investor relations services. This stock award grant was valued using a Black-Scholes model that assumed a 1-year vesting period, 2-year option term, a risk free rate of 2.5%, volatility of 64.6%, no assumed dividend yield, and a forfeiture rate estimate of 1.2%. During the nine month period ended September 30, 2018, there were non-qualified stock option (NQSO) grants of 125,000, as further described below: ● Employees. ● Non-Employees. (2) During the nine month period ended September 30, 2019, there were 530,000 NQSOs that were cancelled, of which 80,001 were unvested, related to voluntary employee terminations. (3) The total intrinsic value of stock options exercised during the nine month period ended September 30, 2018 was approximately $5,500. The weighted-average remaining contractual life of the non-qualified stock options outstanding, exercisable, and vested and expected to vest as of September 30, 2019 were 2.3 years, 1.9 years and 1.9 years, respectively. There was no intrinsic value associated with options outstanding, exercisable and expected to vest as of September 30, 2019, as the stock price was below the lowest option exercise price. Aggregate intrinsic value represents total pretax intrinsic value (the difference between WidePoint’s closing stock price on September 30, 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2019. The intrinsic value will change based on the fair market value of WidePoint’s stock. Share-Based Compensation Expense Share-based compensation (including restricted stock awards) represents both stock options based expense and stock grant expense. The following table sets forth the composition of stock compensation expense included in general and administrative expense for the periods then ended: THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 2019 2018 2019 2018 (Unaudited) Restricted stock compensation expense $ 91,826 $ 202,664 $ 289,426 $ 370,582 Non-qualified option stock compensation expense 71,625 70,073 247,402 222,493 Total share-based compensation before taxes $ 163,451 $ 272,737 $ 536,828 $ 593,075 At September 30, 2019, the Company had approximately $335,186 of total unamortized share-based compensation expense, net of estimated forfeitures, related to stock option plans that will be recognized over the weighted average remaining period of 1 year. |