Incentive stock plans and stock based compensation | 3 Months Ended |
Mar. 31, 2015 |
Incentive stock plans and stock based compensation [Abstract] | |
Incentive stock plans and stock based compensation | 7 | Incentive stock plans and stock based compensation | |
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Common stock options |
The Company had initially adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), which was subsequently amended in March 2007 (the “2003 Plan Amendment”). In December 2007, the Company adopted the National Patent Development Corporation 2007 Incentive Stock Plan (the “2007 NPDC Plan”). The plans provide for up to 3,500,000 and 7,500,000 awards for shares under the 2003 Plan Amendment and 2007 NPDC Plan, respectively, in form of discretionary grants of stock options, restricted stock shares, restricted stock units (RSUs) and other stock-based awards to employees, directors and outside service providers. The Company's plans are administered by the Compensation Committee of the Board of Directors, which consists solely of non-employee directors. The term of any option granted under the plans will not exceed ten years from the date of grant and, in the case of incentive stock options granted to a 10% or greater holder of total voting stock of the Company, three years from the date of grant. The exercise price of any option granted under the plans may not be less than the fair market value of the common stock on the date of grant or, in the case of incentive stock options granted to a 10% or greater holder of total voting stock, 110% of such fair market value. |
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The Company recorded no compensation expense related to option grants for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, the number of shares reserved and available for award under the 2007 NPDC Plan is 6,200,720 and under the 2003 Plan Amendment is 700,000. |
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During the three months ended March 31, 2015, there was no option activity. As of March 31, 2015, there were outstanding options to acquire 3,250,000 common shares, all of which were vested and exercisable, having a weighted average exercise price of $2.31 per share, a weighted average contractual term of 2.4 years and an aggregate intrinsic value of $221,000. |
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As of March 31, 2015, there was no unrecognized compensation expense related to non-vested options. |
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Restricted stock units |
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As a result of the Winthrop acquisition, the Company issued a total of 849,280 RSUs on the closing date to be settled in shares of Company common stock as follows: |
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| a) | 479,280 RSUs were granted to four key executives of Winthrop, which vested as of the Closing Date and are subject to post-vesting restrictions on sale for three years. The RSUs were valued at the closing price of the Company's common stock of $2.52, less a 20% discount for post vesting restrictions on sale, or $2.02 per share. The total value of these RSUs of $966,000, were accounted for as compensation and charged to retention bonus expense on the closing date. |
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| b) | 370,000 RSUs were granted to four key executives, which vest equally over three years, with the first third vesting one year from the Closing Date. The RSUs were valued based on the closing price of the Company's common stock on the Closing Date of $2.52, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25. The Company recorded compensation expense of $69,000 for each of the quarters ended March 31, 2015 and 2014 related to these RSUs. As of March 31, 2015, the total unrecognized compensation expense related to these unvested RSUs is $183,000, which will be recognized over the remaining vesting period of approximately 9 months. |
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In addition, the following RSUs were granted to employees of the Company: |
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| (c) | 17,738 RSUs were granted to certain employees on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014. At March 31, 2015, 14,348 of the RSU's were still outstanding. The RSUs are valued based on the closing price of the Company's common stock on February 4, 2013 of $2.40, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25. The Company recorded compensation expense of $3,000 for each of the quarters ended March 31, 2015 and 2014 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at March 31, 2015 is $9,000, which will be recognized over the remaining vesting period of approximately 1 year. |
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| d) | 30,000 RSUs were granted to an employee on June 10, 2014, which will vest on the third anniversary of the individual's employment, assuming the individual is still employed at that time. The RSUs are valued based on the closing price of the Company's common stock on June 10, 2014 of $1.90. The Company did not record any compensation expense for the quarter ended March 31, 2015, but reversed $11,000 of compensation expense previously recorded during the year ended December 31, 2014 related to these RSUs since in the first quarter of 2015, the individual was no longer employed by the Company and the above RSUs were cancelled. |
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e) | On January 19, 2015 and March 31, 2015, 100,000 RSUs were issued on each date to two newly appointed directors of the Company. The RSUs will vest equally over 3 years. The RSUs are valued based on the closing price of the Company's common stock on January 19, 2015 and March 31, 2015 of $1.70 and $1.85, respectively, less an average discount of 8% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $1.56 and $1.70, respectively. The Company recorded compensation expense of $11,000 for the quarter ended March 31, 2015 related to the RSUs issued on January 19, 2015. The total unrecognized compensation expense related to these unvested RSUs at March 31, 2015 is $314,000, which will be recognized over the remaining vesting period of approximately 3 years. | |
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