Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2013 |
Stock-Based Compensation | ' |
8. Stock-Based Compensation |
Re-Pricing of Employees Options |
In 2009, the Company offered to re-price options for certain employees. These employees could surrender their existing options in exchange for a like number of options with a new grant date, a lower exercise price, a lower number of vested options and a modified vesting schedule. The exchange of options was treated as a synthetic re-pricing, which includes a cancellation and replacement of equity instruments. The incremental expense was approximately $1.0 million and was being recognized over the four year vesting term of the newly issued options. The incremental expense recognized for the three and nine months ended September 30, 2012 was $43,000 and $129,000, respectively. The incremental expense was fully amortized as of December 31, 2012. |
Employee Stock Option Plans |
On July 9, 2007, the Company adopted the Spark Networks, Inc. 2007 Omnibus Incentive Plan (the “2007 Plan”) originally authorizing and reserving 2.5 million options with annual increases. |
Awards under the 2007 Plan may include incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, performance stock or unit awards, other stock-based awards and cash-based incentive awards. |
The Compensation Committee may grant an award to a participant. The terms and conditions of the award, including the quantity, price, vesting periods and other conditions on exercise may be determined by the Compensation Committee. |
The exercise price for stock options may be determined by the Compensation Committee in its discretion, but may not be lower than the closing sale price of one share of the Company’s common stock on the NYSE MKT (or any other applicable exchange on which the stock is listed) on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of stock of the Company on the date of grant, the exercise price may not be less than 110% of the closing sale price of one share of common stock on the date the stock option is granted. |
As of September 30, 2013, total unrecognized compensation cost related to non-vested stock options was $1.3 million. This cost is expected to be recognized over a weighted-average period of 3 years. |
The following table describes option activity for the three and nine months ended September 30, 2013: |
|
| Number of | | | Weighted | |
Shares | Average |
| Price per Share |
| (in thousands) | | | | |
Outstanding at December 31, 2012 | | 3,829 | | | $ | | 3.88 | |
Granted | | 100 | | | | 7.25 | |
Exercised | | (52 | ) | | | 3.19 | |
Forfeited | | (15 | ) | | | 7.28 | |
Expired | | (3 | ) | | | 3.00 | |
Outstanding at March 31, 2013 | | 3,859 | | | $ | | 3.96 | |
Granted | | 42 | | | | 7.90 | |
Exercised | | (437 | ) | | | 3.34 | |
Forfeited | | — | | | | — | |
Expired | | — | | | | — | |
Outstanding at June 30, 2013 | | 3,464 | | | $ | | 4.09 | |
Granted | | — | | | | — | |
Exercised | | (343 | ) | | | 3.38 | |
Forfeited | | (20 | ) | | | 7.90 | |
Expired | | — | | | | — | |
Outstanding at September 30, 2013 | | 3,101 | | | $ | | 4.14 | |
Stockholder Rights Plan |
In July 2007, the Company adopted a stockholder rights plan. The rights accompany each share of common stock of the Company and are evidenced by ownership of common stock. The rights are not exercisable except upon the occurrence of certain takeover-related events. Once triggered, the rights would entitle the stockholders, other than a person qualifying as an “Acquiring Person” pursuant to the rights plan, to purchase additional common stock at a 50% discount to their fair market value. The rights issued under the Rights Plan may be redeemed by the board of directors at a nominal redemption price of $0.001 per right, and the board of directors may amend the rights in any respect until the rights are triggered. |