STOCK BASED COMPENSATION | NOTE 10 - STOCK BASED COMPENSATION: As of August 31, 2015, the Company has one stock option plan, the Amended and Restated 2008 Stock Incentive Plan, under which, the Company had reserved a pool of 1,400,000 shares of the Company’s common stock which may be issued at the discretion of the Company’s Board of Directors from time to time. Under this Plan, each option is exercisable into one share of common stock of the Company. The options may be exercised after vesting and in accordance with vesting schedules which will be determined by the Board of Directors for each grant. The maximum term of the options is 10 years. The fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is based on a historical volatility, by statistical analysis of the weekly share price for past periods. The expected term is the length of time until the expected dates of exercising the options, and is estimated using the simplified method due to insufficient specific historical information of employees' exercise behavior. The following are the significant stock options transactions with executives and board members made during the years ended August 31, 2015, 2014 and 2013: a. On December 20, 2012, options to purchase 20,000 shares of the Company were granted to a director at an exercise price of $6.00 per share (higher than the traded market price on the date of grant). The options vested in two equal annual installments, commencing January 1, 2013, and expire on December 19, 2022. The fair value of these options on the date of grant was $41, using the Black Scholes option-pricing model and was based on the following assumptions: dividend yield of 0% for all years; expected volatility of 64.35%; risk-free interest rates of 1.01%; and expected term of 5.75 years. b. On April 9, 2014, options to purchase an aggregate of 94,268 shares of the Company were granted to the CEO and to the CTO, both related parties, at an exercise price of $12.45 per share (equivalent to the traded market price on the date of grant). The options vested with respect to 31,420 shares of common stock on April 30, 2014, and the remaining shares of common stock vested in eight equal monthly installments of 7,586 each. These options expire on April 9, 2024. The fair value of these options on the date of grant was $781, using the Black Scholes option-pricing model and was based on the following assumptions: dividend yield of 0% for all years; expected volatility of 82.06%; risk-free interest rates of 1.65%; and expected term of 5.21 years. c. On April 9, 2014, options to purchase an aggregate of 52,376 shares of the Company were granted to four members of the Company’s Board of Directors at an exercise price of $12.45 per share (equivalent to the traded market price on the date of grant). The options vested in two equal installments, on July 1, 2014 and January 1, 2015, and expire on April 9, 2024. The fair value of these options on the date of grant was $435, using the Black Scholes option-pricing model and was based on the following assumptions: dividend yield of 0% for all years; expected volatility of 82.06%; risk-free interest rates of 1.65%; and expected term of 5.21 years. d. On April 9, 2014, options to purchase an aggregate of 2,556 shares of the Company were granted to an employee of the Subsidiary at an exercise price of $12.45 per share (equivalent to the traded market price on the date of grant). The options vested in four equal quarterly installments commencing on May 1, 2014, and expire on April 9, 2024. The fair value of these options on the date of grant was $21, using the Black Scholes option-pricing model and was based on the following assumptions: dividend yield of 0% for all years; expected volatility of 82.06%; risk-free interest rates of 1.65%; and expected term of 5.21 years. e. On November 13, 2014, the Company granted a total of 19,576 restricted stock units (“RSUs”) representing a right to receive shares of the Company’s common stock to the CEO, and the Company’s CTO, both related parties. The RSUs vested in two equal installments, each of 9,788 shares, on November 30 and December 31, 2014. The total fair value of these RSUs on the date of grant was $135, using the quoted closing market share price of $6.90 on the Nasdaq Capital Market on the date of grant. The shares of common stock underlying the RSUs will be issued upon request of the grantee. As of August 31, 2015, a total of 19,576 RSUs were vested and outstanding. f. On November 13, 2014, the Company granted a total of 10,872 RSUs representing a right to receive shares of the Company’s common stock to four members of the Company's Board of Directors. The RSUs vested on January 1, 2015. The total fair value of these RSUs on the date of grant was $75, using the quoted closing market share price of $6.90 on the Nasdaq Capital Market on the date of grant. g. On February 23, 2015, the Company granted a total of 159,696 RSUs representing a right to receive shares of the Company’s common stock to the Company’s CEO and the CTO, both related parties. The RSUs vest in 23 installments consisting of one installment of 13,308 shares on February 28, 2015 and 22 equal monthly installments of 6,654 shares each, commencing March 31, 2015. The total fair value of these RSUs on the date of grant was $728, using the quoted closing market share price of $4.56 on the Nasdaq Capital Market on the date of grant. The shares of common stock underlying the RSUs will be issued upon request of the grantee. As of August 31, 2015, a total of 53,232 RSUs were vested and outstanding. h. On February 23, 2015, the Company granted a total of 88,712 RSUs representing a right to receive shares of the Company’s common stock to four members of the Company's Board of Directors (22,178 RSUs to each director). The RSUs vest in two equal installments, each of 44,356 shares, on December 31, 2015 and December 31, 2016. The total fair value of these RSUs on the date of grant was $405, using the quoted closing market share price of $4.56 on the Nasdaq Capital Market on the date of grant. i. On February 23, 2015, the Company granted a total of 63,216 RSUs to three employees of the Subsidiary. The RSUs vest in 23 installments, consisting of one installment of 5,268 shares on February 28, 2015 and 22 equal monthly installments of 2,634 shares each, commencing March 31, 2015. The total fair value of these RSUs on the date of grant was $288, using the quoted closing market share price of $4.56 on the Nasdaq Capital Market on the date of grant. j. On April 1, 2015, the Company granted a total of 4,632 RSUs to an employee of the Subsidiary. The RSUs vest in 21 installments, consisting of one installment of 772 shares on April 30, 2015 and 20 equal monthly installments of 193 shares each, commencing May 31, 2015. The total fair value of these RSUs on the date of grant was $30, using the quoted closing market share price of $6.39 on the Nasdaq Capital Market on the date of grant. k. Options to employees, directors and non-employees. The fair value of each option grant is estimated on the date of grant using the Black Scholes option-pricing model with the following assumptions: For options granted in the year ended August 31 2014 2013 Expected option life (years) 5.21 5.75-6 Expected stock price volatility (%) 82.06 64.35-75.46 Risk free interest rate (%) 1.65 0.92-1.01 Expected dividend yield (%) 0.0 0.0 No options were granted in 2015. A summary of the status of the stock options granted to employees and directors as of August 31, 2015, 2014 and 2013, and changes during the years ended on those dates, is presented below: Year ended August 31, 2015 2014 2013 Number of options Weighted average exercise price Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ $ Options outstanding at beginning of year 908,901 6.75 1,049,249 4.13 932,116 3.72 Changes during the year: Granted - at market price - - 149,200 12.45 100,800 7.88 Granted - above market price - - 24,667 6.00 Forfeited (3,297 ) 6.00 - - - - Exercised (1,370 ) 6.00 (289,548 ) 0.18 (8,334 ) 5.04 Options outstanding at end of year 904,234 6.75 908,901 6.75 1,049,249 4.13 Options exercisable at end of year 883,234 786,328 870,883 Weighted average fair value of options granted during the year - $ 8.31 $ 4.55 Costs incurred in respect of stock based compensation for employees and directors, for the years ended August 31, 2015, 2014 and 2013 were $278, $1,422 and $563, respectively. The total intrinsic value of employees options exercised during the year ended August 31, 2014 was $2,847. The options exercised during the year ended August 31, 2015, were at a price equal to the market price at the exercise date. The following table presents summary information concerning the options granted to employees and directors outstanding as of August 31, 2015: Range of exercise prices Number outstanding Weighted Average Remaining Contractual Life Weighted average exercise price Aggregate intrinsic value $ Years $ 4.08 to 6.00 510,234 5.68 4.94 394,440 6.48 to 7.88 244,800 4.72 7.06 - 12.45 149,200 8.61 12.45 - 904,234 5.90 6.75 394,440 The following table presents summary information concerning the options granted to employees and directors exercisable as of August 31, 2015: Range of exercise prices Number exercisable Weighted Average Remaining Contractual Life Weighted average exercise price Aggregate intrinsic value $ Years $ 4.08 to 6.00 510,234 5.68 4.94 394,440 6.48 to 7.88 223,800 4.45 6.98 - 12.45 149,200 8.61 12.45 - 883,234 5.86 6.73 394,440 As of August 31, 2015, there were $14 of unrecognized compensation costs related to non-vested options previously granted to employees and directors, to be recorded over the next 8 months. A summary of the status of the stock options granted to non-employees outstanding as of August 31, 2015, 2014 and 2013, and changes during the years ended on this date, is presented below: Year ended August 31 2015 2014 2013 Number of options Weighted average exercise price Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ $ Options outstanding at beginning of year 62,221 7.13 79,689 7.21 79,689 7.21 Changes during the year: Exercised - - (17,468 ) 7.49 - - Expired (21,935 ) 6.82 - - - - Options outstanding at end of year 40,286 7.29 62,221 7.13 79,689 7.21 Options exercisable at end of year 36,119 53,888 47,469 The Company recorded stock based compensation of $3, $46 and $156 during the years ended August 31, 2015, 2014 and 2013, respectively, related to non-employees awards. The total intrinsic value of non-employees options exercised during the year ended August 31, 2014, was $187. None of the options were exercised by non-employees during the years ended August 31, 2015 and 2013. The following table presents summary information concerning the options granted to non-employees outstanding as of August 31, 2015: Range of exercise prices Number outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Aggregate intrinsic value $ Years $ 6.00 23,618 4.90 6.00 - 9.12 16,668 3.36 9.12 - 40,286 4.26 7.29 - The following table presents summary information concerning the options granted to non-employee exercisable as of August 31, 2015: Range of exercise prices Number exercisable Weighted Average Remaining Contractual Life Weighted average exercise price Aggregate intrinsic $ Years $ 4.08 to 6.00 19,451 4.78 6.00 - 9.12 16,668 3.36 9.12 - 36,119 4.13 7.44 - As of August 31, 2015 there were approximately $7 of unrecognized compensation costs related to non-vested non-employee options, to be recorded over the next 6 months. l. Restricted stock units The following table summarizes the activities for unvested RSUs granted to employees and directors for the year ended August 31, 2015: Number Unvested at the beginning of period - Granted 346,704 Vested and issued (33,488 ) Outstanding at the end of the period 313,216 Includes vested and unissued (see note 10g) 53,232 The Company recorded stock based compensation of $1,066 during the year ended August 31, 2015 related to RSU awards. As of August 31, 2015 there were $594 of unrecognized compensation costs related to RSUs, to be recorded over the next 16 months. |