| Incentive stock plans and stock based compensation | 7.
Incentive stock 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 the 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. The Company recorded compensation expense of $100 and $200, respectively, for the three and six months ended June 30, 2017, and compensation expense of $5,000 for the three and six months ended June 30, 2016 under these plans. As of June 30, 2017, the number of shares reserved and available for award under the 2007 NPDC Plan is 6,141,786 and under the 2003 Plan Amendment is 3,400,000. During the six months ended June 30, 2016, the Company issued 100,000 options to a consultant on March 28, 2016 and 25,000 options to an employee on March 31, 2016. The options issued on March 28, 2016 vest equally over 3 years, and are subject to post vesting restrictions for sale for three years. The options issued on March 31, 2016 vest on the third anniversary of their issuance. The options were issued at an exercise price of $1.29 and $1.34 per share for the options issued on March 28, 2016 and March 31, 2016, respectively, which price was equal to the market value at the date of the grant. The 25,000 options granted on March 31, 2016 were cancelled in the third quarter of 2016, upon termination of the employee. The grant-date fair value of the options were $0.50 and $0.52, respectively, which was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions:
Dividend yield
0
%
Expected volatility
48.24
%
Risk-free interest rate
1.21
%
Expected life (in years)
4 The fair value of the options granted on March 28, 2016 were reduced by an 8% discount for post vesting restrictions. As of June 30, 2017, the unrecognized compensation expense related to non-vested options was $500. The value of the options granted to the consultant are re-measured at each balance sheet date until performance is complete with the final measurement of fair value of the options made on the vesting dates. The revised fair value is amortized over the remaining term of the option. As of June 30, 2017, there were outstanding options to acquire 675,000 common shares, 609,000 of which were vested and exercisable, having a weighted average exercise price of $1.54 per share, a weighted average contractual term of 3 years and zero aggregate intrinsic value. On February 28, 2017, 2,700,000 options expired without being exercised. Restricted stock units
(a)
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 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 no compensation expense for the three and six months ended June 30, 2017 and recorded compensation expense of $0 and $1,000, respectively for the three and six months ended June 30, 2016, related to these RSUs. At June 30, 2017, 11,701 of the RSU’s were fully vested and 6,037 have been forfeited. There was no unrecognized compensation expense related to these RSUs at June 30, 2017.
(b)
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 $27,000 and $54,000 for the three and six months ended June 30, 2017 and 2016, respectively, related to these RSUs. At June 30, 2017, 133,332 of such RSUs are vested and 66,668 are unvested. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2017 is $70,000, which will be recognized over the remaining vesting period of approximately 0.6 years. |
