Note 12 - Stock - Based Compensation | NOTE 12 STOCK BASED COMPENSATION 2009 Stock Option Plan The Company Our board of directors adopted and approved our 2009 Stock option Plan (Plan) on December 14, 2009, which provides for the granting and issuance of up to 10 million shares of our common stock. For the year ended May 31, 2014, the Company granted the following stock options: For the year ended May 31, 2014 Grant Date Options Granted Exercise Price Expiration term in years To Whom Granted Vesting Terms June 14, 2013 80,000 $ 2.94 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 100,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 50,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 200,000 $ 1.25 10.00 Granted to our new Chief Financial Officer Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 100,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 50,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one half parts on December 5, 2013 and 2014 May 6, 2014 150,000 $ 1.00 10.00 Granted to a new Director Will vest in equal one third parts on the anniversary date of the option grant date May 30, 2014 20,000 $ 1.14 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date May 30, 2014 100,000 $ 1.14 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date Total Granted 850,000 On May 31, 2014, 1,163,328 stock options were forfeited or rescinded by mutual agreement between the Company and five respective holders. From June 1, 2013 to May 31, 2014, 66,678 stock options expired without exercise according to the option agreement. After these grants and expirations there are 6,580,006 stock options available for future grant. For the year ended May 31, 2015, the Company granted the following stock options: For the year ended May 31, 2015 Grant Date Options Granted Exercise Price Expiration term in years To Whom Granted Vesting Terms December 11, 2014 100,000 $ 0.65 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date January 1, 2015 1,000,000 $ 0.60 10.00 Granted to an employee Will vest in equal one half parts on May 31, 2015 and 2016 Total Granted 1,100,000 From June 1, 2014 to May 31, 2015, 994,994 stock options either expired without exercise according to the option agreement or were rescinded by mutual agreement between the Company and respective holders. One respective shareholder exercised 50,000 in stock options. After these grants and expirations there are 6,525,000 stock options available for future grant. Our board of directors administers our Plan, however, they may delegate this authority to a committee formed to perform the administration function of the Plan. The board of directors or a committee of the board has the authority to construe and interpret provisions of the Plan as well as to determine the terms of an award. Our board of directors may amend or modify the Plan at any time. However, no amendment or modification shall adversely affect the rights and obligations with respect to outstanding awards unless the holder consents to that amendment or modification. The Plan permits us to grant Non-Statutory stock options to our employees, directors and consultants. The options issued under this Plan are intended to be Non-Statutory Stock Options exempt from Code Section 409A. The duration of a stock option granted under our Plan cannot exceed ten years. The exercise price of an incentive stock option cannot be less than 100% of the fair market value of the common stock on the date of grant. The Plan administrator determines the term of stock options granted under our Plan, up to a maximum of ten years, except in the case of certain events, as described below. Unless the terms of an optionee's stock option agreement provide otherwise, if an optionee's relationship with us ceases for any reason other than disability or death, the optionee may exercise any vested options for a period of ninety days following the cessation of service. If an optionee's service relationship with us ceases due to disability or death the optionee or a beneficiary may exercise any vested options for a period of 12 months in the event of disability or death. Unless the Plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionee may designate a beneficiary, however, who may exercise the option following the optionee's death. 2009 Stock Option Plan The Company - continued The value of employee and non-employee stock warrants granted during the year ended May 31, 2015 was estimated using the Black-Scholes model with the following assumptions: May 6, 2014 May 30, 2013 December 11, 2014 January 1, 2015 Expected volatility (based on historical volatility) 134.49% 134.49% 135.46% 135.97% Expected dividends 0.00 0.00 0.00 0.00 Expected term in years 10 10 10 10 Risk-free rate 2.61% 2.48% 2.19% 2.12% The expected volatility assumption was based upon historical stock price volatility measured on a daily basis. The risk-free interest rate assumption is based upon U.S. Treasury bond interest rates appropriate for the term of the Companys employee stock options. The dividend yield assumption is based on our history and expectation of dividend payments. 2009 Stock Option Plan The Company - continued A summary of the options granted to employees and non-employees under the plan and changes during the years ended May 31, 2015 and 2014 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (In Years) Aggregate Intrinsic Value Balance at June 1, 2013 3,800,000 $ 1.26 Granted 850,000 1.35 Exercised - - Forfeited or expired (1,230,006) $ 1.35 Balance at May 31, 2014 3,419,994 $ 1.36 7.90 years $ 126,750 Exercisable at May 31, 2014 1,901,666 $ 1.24 7.90 years $ 120,620 Weighted average fair value of options granted during the year ended May 31, 2014 $ 1.35 Balance at June 1, 2014 3,419,994 $ 1.36 Granted 1,100,000 $ 0.60 Exercised (50,000) $ 0.65 Forfeited or expired (994,994) $ 1.46 Balance at May 31, 2015 3,475,000 $ 1.16 7.84 years $ 68,500 Exercisable at May 31, 2015 2,333,335 $ 1.23 7.84 years $ 51,000 Weighted average fair value of options granted during the year ended May 31, 2015 $ 0.60 2009 Stock Option Plan The Company - continued The following table summarizes information about employee stock options under the 2009 Plan outstanding at May 31, 2015: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at May 31, 2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Intrinsic Value Number Exercisable at May 31, 2015 Weighted Average Exercise Price Aggregate Intrinsic Value $ 0.60 1,100,000 7.0 Years $ 0.60 $ -- 600,000 $ 0.60 $ -- $ 0.65 325,000 6.7 Years $ 0.65 $ 2,500 258,334 $ 0.65 $ 2,500 $ 0.75 100,000 4.5 Years $ 0.75 $ 15,000 100,000 $ 0.75 $ 15,000 $ 1.00 300,000 7.7 Years $ 1.00 $ -- 200,000 $ 1.00 $ -- $ 1.02 50,000 5.9 Years $ 1.02 $ 10,000 50,000 $ 1.02 $ 10,000 $ 1.05 120,000 5.8 Years $ 1.05 $ -- 120,000 $ 1.05 $ -- $ 1.07 95,000 6.6 Years $ 1.07 $ -- 95,000 $ 1.07 $ -- $ 1.14 100,000 9.0 Years $ 1.14 $ 15,000 33,333 $ 1.14 $ 5,000 $ 1.20 100,000 6.4 Years $ 1.20 $ -- 100,000 $ 1.20 $ -- $ 1.25 525,000 8.1 Years $ 1.25 $ 1,250 225,002 $ 1.25 $ 1,250 $ 1.95 75,000 7.1 Years $ 1.95 $ 9,000 50,000 $ 1.95 $ 6,000 $ 2.30 225,000 7.0 Years $ 2.30 $ -- 225,000 $ 2.30 $ -- $ 2.61 175,000 6.9 Years $ 2.61 $ 15,750 125,000 $ 2.61 $ 11,250 $ 2.70 85,000 7.7 Years $ 2.70 $ -- 85,000 $ 2.70 $ -- $ 2.80 100,000 7.8 Years $ 2.80 $ -- 66,666 $ 2.80 $ -- 3,475,000 7.8Years $ 1.36 $ 68,500 2,333,335 $ 1.24 $ 51,000 The total value of employee and non-employee stock options granted during the years ended May 31, 2015 and 2014, was $424,623 and $1,089,451, respectively. During years ended May 31, 2015 and 2014 the Company recorded $1,052,358 and $1,120,377, respectively, in stock-based compensation expense relating to stock option grants. At May 31, 2015 and 2014 there was $898,692 and $1,696,214, respectively, of total unrecognized compensation cost related to stock options granted under the plan. That cost is expected to be recognized pro-rata through May 30, 2017. The following table represents the stock options expense for the each of the next two fiscal years ended May 31: For years ended May 31, Expense 2016 $ 601,240 2017 297,452 $ 898,692 Stock Option Plan - MesoCoat MesoCoat accounts for equity awards using the grant-date fair value. MesoCoats stock option plan (the Stock Option Plan) is intended to advance the interest of MesoCoat and its shareholders. Options granted under the Stock Option Plan can be either incentive stock options or non-qualified stock options. The Stock Option Plan authorized the issuance of a maximum of 9,000 shares of MesoCoats common stock. These options have a term of six years and will expire beginning July 2017 through November 2018. There were no stock options granted for the years ending May 31, 2015 and 2014. A summary of MesoCoats stock option plan as of May 31, 2015 and 2014, and the changes during the years then ended is presented in the table below: Options Outstanding Number of Shares Weighted Average Exercise Price Outstanding at May 31, 2013 5,520 $ 24.78 Granted - Exercised - Forfeited (2,620) 18.11 Outstanding at May 31, 2014 2,900 $ 30.80 Options exercisable at May 31, 2014 1,450 $ 30.80 Number of Shares Weighted Average Exercise Price Outstanding at May 31, 2014 2,900 $ 30.98 Granted - - Exercised - - Forfeited - - Outstanding at May 31, 2015 2,900 $ 30.80 Options exercisable at May 31, 2015 1,896 $ 30.24 Stock Option Plan MesoCoat - continued The following table summarizes information about employee stock options under the MesoCoat Stock Option Plan outstanding at May 31, 2015: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at May 31, 2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Intrinsic Value Number Exercisable at May 31, 2015 Weighted Average Exercise Price Aggregate Intrinsic Value $ 18.11 250 2.0 Years $ 18.11 $ -- 240 $ 18.11 $ -- $ 32.00 2,650 5.0 Years $ 32.00 $ -- 1,656 $ 32.00 $ -- 2,900 4.74 Years $ 30.80 $ -- 1,896 $ 30.24 $ -- During years ended May 31, 2015 and 2014 MesoCoat recorded $56,568 and $69,015, respectively, in stock-based compensation expense relating to stock option grants. At May 31, 2015 and 2014 there was $82,143 and $134,168, respectively, of total unrecognized compensation cost related to stock options granted under the plan. That cost is expected to be recognized pro-rata through May 2017. The following table represents the stock options expense for the each of the next three fiscal years ended May 31: For years ended May 31, Expense 2016 $ 54,875 2017 27,268 $ 82,143 |