STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
STOCK-BASED COMPENSATION | ' |
11 | STOCK-BASED COMPENSATION | | | | | | | | | | | | | | | |
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Stock-based compensation includes grants of stock options and purchase warrants to eligible directors, employees and consultants as determined by the board of directors. |
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Stock option plans - The Company has adopted several stock option plans, all of which have been approved by the Company’s stockholders that authorize the granting of stock option awards subject to certain conditions. At September 30, 2013, the Company had 10,606,576 of its common shares available for issuance for stock option awards under the Company’s stock option plans. |
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At September 30, 2013, the Company had the following stock option plans available: |
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| ⋅ | 2009 Incentive Plan – The terms of the 2009 Incentive Plan, as amended, allow for up to 7,250,000 options to be issued to eligible participants. Under the plan, the exercise price is generally equal to the fair market value of the Company’s common stock on the grant date and the maximum term of the options is generally ten years. No participants shall receive more than 500,000 options under this plan in any one calendar year. For grantees who own more than 10% of the Company’s common stock on the grant date, the exercise price may not be less than 110% of the fair market value on the grant date and the term is limited to five years. The plan was approved by the Company’s stockholders on December 15, 2009 and the amendment was approved by the Company’s stockholders on May 8, 2012. As of September 30, 2013, the Company had granted 1,222,500 options under the 2009 Incentive Plan with a weighted average exercise price of $1.16 per share. As of September 30, 2013, 1,212,500 of the options granted were outstanding. | | | | | | | | | | | | | | |
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| ⋅ | 2009 Directors Plan - The terms of the 2009 Directors Plan, as amended, allow for up to 2,750,000 options to be issued to eligible participants. Under the plan, the exercise price may not be less than 100% of the fair market value of the Company’s common stock on the grant date and the term may not exceed ten years. No participants shall receive more than 300,000 options under this plan in any one calendar year. The plan was approved by the Company’s stockholders on December 15, 2009 and the amendment was approved by the Company’s stockholders on May 8, 2012. As of September 30, 2013, the Company had granted 1,259,866 options under the 2009 Directors Plan with a weighted average exercise price of $0.97 per share. As of September 30, 2013, all of the options granted were outstanding. | | | | | | | | | | | | | | |
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| ⋅ | 2007 Plan - Under the terms of the 2007 Plan, options to purchase up to 4,000,000 shares of common stock may be granted to eligible participants. Under the plan, the option price for incentive stock options is the fair market value of the stock on the grant date and the option price for non-qualified stock options shall be no less than 85% of the fair market value of the stock on the grant date. The maximum term of the options under the plan is ten years from the grant date. The 2007 Plan was approved by the Company’s stockholders on June 15, 2007. As of September 30, 2013, the Company had granted 911,058 options under the 2007 Plan with a weighted average exercise price of $1.05 per share. As of September 30, 2013, 803,812 of the options granted were outstanding. | | | | | | | | | | | | | | |
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The Company has also granted 300,000 stock options to one of its executives on October 1, 2010 and 200,000 warrants to one of its consultants on January 13, 2011 outside of the aforementioned stock option plans, all of which remain outstanding at September 30, 2013. |
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Non-Employee Directors Equity Compensation Policy – Non-employee directors have a choice between receiving $9,000 value of common stock per quarter, where the number of shares is determined by the closing price of the Company’s stock on the last trading day of each quarter, or a number of options to purchase twice the number of shares of common stock that the director would otherwise receive if the director elected to receive shares, with an exercise price based on the closing price of the Company’s common stock on the last trading day of each quarter. Effective April 1, 2011, the Board of Directors implemented a policy whereby the number of options granted for quarterly compensation to each director is limited to 18,000 options per quarter. |
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Stock warrants – Upon approval of the Board of Directors, the Company may grant stock warrants to consultants for services performed. |
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Valuation of awards - At September 30, 2013, the Company had options outstanding that vest on two different types of vesting schedules, service-based and performance-based. For both service-based and performance-based stock option grants, the Company estimates the fair value of stock-based compensation awards by using the Binomial Lattice option pricing model with the following assumptions used for the nine month periods ended September 30, 2013 and 2012: |
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| | September 30, | | September 30, | | | | | | | | | | | | |
| | 2013 | | 2012 | | | | | | | | | | | | |
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Risk-free interest rate | | 0.77% - 1.41% | | 0.37% - 1.04% | | | | | | | | | | | | |
Dividend yield | | - | | - | | | | | | | | | | | | |
Expected volatility | | 90.39% - 95.66% | | 84.94% - 91.36% | | | | | | | | | | | | |
Expected life (years) | | 4.25 | | 2.00 - 4.55 | | | | | | | | | | | | |
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The expected volatility is based on the historical volatility levels on the Company’s common stock. The risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues over equivalent lives of the options. |
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The expected life of awards represents the weighted-average period the stock options or warrants are expected to remain outstanding and is a derived output of the Binomial Lattice model. The expected life is impacted by all of the underlying assumptions and calibration of the Company’s model. The Binomial Lattice model estimates the probability of exercise as a function of these two variables based on the entire history of exercises and cancellations on all past option grants made by the Company. |
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Stock-based compensation activity - During the nine month period ended September 30, 2013, the Company granted stock-based awards as follows: |
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| a) | On September 30, 2013, the Company granted stock options under the 2009 Directors Plan for the purchase of 54,000 shares of common stock at $0.365 per share. The options were granted to three of the Company’s non-management directors for directors’ compensation, are fully vested and expire on September 30, 2018. The exercise price of the stock options equaled the closing price of the Company’s common stock for the grant date. | | | | | | | | | | | | | | |
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| b) | On June 30, 2013, the Company granted stock options under the 2009 Directors Plan for the purchase of 54,000 shares of common stock at $0.288 per share. The options were granted to three of the Company’s non-management directors for directors’ compensation, are fully vested and expire on June 30, 2018. The exercise price of the stock options equaled the closing price of the Company’s common stock for the grant date. | | | | | | | | | | | | | | |
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| c) | On March 31, 2013, the Company granted stock options under the 2009 Directors Plan for the purchase of 54,000 shares of common stock at $0.48 per share. The options were granted to three of the Company’s non-management directors for directors’ compensation, are fully vested and expire on March 31, 2018. The exercise price of the stock options equaled the closing price of the Company’s common stock for the grant date. | | | | | | | | | | | | | | |
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| d) | On March 31, 2013, the Company granted stock options under the 2007 Plan for the purchase of 18,000 shares of common stock at $0.48 per share. The options were granted to a consultant, are fully vested and expire on March 31, 2018. The exercise price of the stock options equaled the closing price of the Company’s common stock for the grant date. | | | | | | | | | | | | | | |
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During the nine month period ended September 30, 2012, the Company granted stock-based awards as follows: |
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| a) | On September 30, 2012, the Company granted stock options under the 2009 Directors Plan for the purchase of 54,000 shares of common stock at $0.85 per share. The options were granted to the Company’s non-management directors for directors’ compensation. All of the options are fully vested and expire on September 30, 2017. The exercise price of the stock options equaled the closing price of the Company’s common stock on the grant date. | | | | | | | | | | | | | | |
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| b) | On September 30, 2012, the Company granted stock options under the 2007 Plan for the purchase of 18,000 shares of common stock at $0.85 per share. The options were granted to a consultant, are fully vested and expire on September 30, 2017. The exercise price of the stock options equaled the closing price of the Company’s common stock on the grant date. | | | | | | | | | | | | | | |
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| c) | On July 3, 2012, the Company granted stock options for the purchase of 200,000 shares of common stock at $0.89 per share to a director. The options vest 25% each on July 3, 2013, 2014, 2015 and 2016. The options expire five years after the date that they vest. The exercise price of the options exceeded the closing price of the Company’s common stock which was $0.87 on the grant date. | | | | | | | | | | | | | | |
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| d) | On June 30, 2012, the Company granted stock options under the 2009 Directors Plan for the purchase of 54,053 shares of common stock at $0.94 per share. 40,800 of the options were granted to three of the Company’s non-management directors and 13,253 options were granted to a former director for directors’ compensation. All of the options are fully vested and expire on June 30, 2017. The exercise price of the stock options equaled the closing price of the Company’s common stock on the grant date. | | | | | | | | | | | | | | |
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| e) | On June 30, 2012, the Company granted stock options under the 2007 Plan for the purchase of 4,747 shares of common stock at $0.94 per share. The options were granted to a consultant, are fully vested and expire on June 30, 2017. The exercise price of the stock options equaled the closing price of the Company’s common stock on the grant date. | | | | | | | | | | | | | | |
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| f) | On June 7, 2012, the Company modified the terms of a stock option grant made to a director by extending the expiration date from June 30, 2012 to November 4, 2015. All other option terms remained unchanged. The modification resulted in additional expense of $53,613. | | | | | | | | | | | | | | |
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| g) | On March 31, 2012, the Company granted stock options under the 2009 Directors Plan for the purchase of 28,125 shares of common stock at $1.92 per share. The options were granted to three of the Company’s non-management directors for directors’ compensation, are fully vested and expire on March 31, 2017. The exercise price of the stock options equaled the closing price of the Company’s common stock for the grant date. | | | | | | | | | | | | | | |
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Expenses related to the vesting, modifying and granting of stock-based compensation awards were $61,287 and $132,045 for the three month periods ended September 30, 2013 and 2012, respectively, and $256,568 and $489,079 for the nine month periods ended September 30, 2013 and 2012, respectively. Such expenses have been included in general and administrative and mineral exploration and evaluation expense. |
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The following table summarizes the Company’s stock-based compensation activity for the nine month period ended September 30, 2013: |
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| | | | | | | | Weighted | | | |
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| | | | Average Grant | | Weighted | | Contractual | | Aggregate | |
| | Number of | | Date Fair | | Average | | Life | | Intrinsic | |
| | Shares | | Value | | Exercise Price | | (Years) | | Value | |
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Outstanding, December 31, 2012 | | | 3,606,178 | | $ | 0.59 | | $ | 1.05 | | | 4.69 | | | | |
Options/warrants granted | | | 180,000 | | | 0.21 | | | 0.39 | | | 4.73 | | | | |
Options/warrants expired | | | - | | | - | | | - | | | - | | | | |
Options/warrants forfeited | | | -10,000 | | | 0.5 | | | 1.22 | | | - | | | | |
Options/warrants exercised | | | - | | | - | | | - | | | - | | | | |
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Outstanding, September 30, 2013 | | | 3,776,178 | | $ | 0.57 | | $ | 1.02 | | | 3.97 | | $ | 4,158 | |
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Exercisable, September 30, 2013 | | | 3,213,678 | | $ | 0.52 | | $ | 1.02 | | | 3.49 | | $ | 4,158 | |
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Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the quarter ended September 30, 2013 in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable. |
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Unvested awards - The following table summarizes the changes of the Company’s stock-based compensation awards subject to vesting for the nine month period ended September 30, 2013: |
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| | | | Weighted | | | | | | | | | | |
| | Number of | | Average | | | | | | | | | | |
| | Shares Subject | | Grant Date | | | | | | | | | | |
| | to Vesting | | Fair Value | | | | | | | | | | |
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Unvested, December 31, 2012 | | | 1,112,500 | | $ | 0.8 | | | | | | | | | | |
Options/warrants granted | | | - | | | - | | | | | | | | | | |
Options/warrants vested | | | -550,000 | | | -0.76 | | | | | | | | | | |
Options/warrants cancelled | | | - | | | - | | | | | | | | | | |
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Unvested, September 30, 2013 | | | 562,500 | | $ | 0.84 | | | | | | | | | | |
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For the three and nine month periods ended September 30, 2013, the total grant date fair value of shares vested was $139,563 and $418,148, respectively. As of September 30, 2013, there was $96,921 of total unrecognized compensation cost related to unvested stock-based compensation awards. The weighted average period over which this cost will be recognized was 0.75 years as of September 30, 2013. |
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Included in the total of unvested stock options at September 30, 2013, was 250,000 performance-based stock options. At September 30, 2013, management determined that achievement of the performance targets was probable. The weighted average period over which the related expense will be recognized was 0.75 years as of September 30, 2013. |
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