Stock Incentive Plans | 7. STOCK INCENTIVE PLANS The Company sponsored a stock option plan, the 2001 Equity Plan (the “2001 Plan”), which allowed for the granting of incentive and nonqualified stock options for the purchase of common stock. The maximum number of shares which could be awarded or sold under the 2001 Plan was 1,449,667 shares. Each option entitles the holder to purchase one share of common stock at the specified option exercise price. The exercise price of each incentive stock option granted must not be less than the fair market value on the grant date. At the discretion of management and with the approval of the Board of Directors, the Company granted options under the 2001 Plan. Management and the Board of Directors determined vesting periods and expiration dates at the time of the grant. On August 2, 2011, the plan expired. In August 2007, the Company adopted the 2007 Plan, which allows for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and bonus shares. On June 22, 2011, the stockholders of the Company approved an amendment to the 2007 Plan to increase the maximum number of shares that may be awarded or sold under the 2007 Plan by 2,100,000 from 2,307,692 to 4,407,692 shares. The Board of Directors has appointed a committee to administer the plan. The plan committee determines the type of award to be granted, the fair market value, the number of shares covered by the award, and the time when the award vests and may be exercised. The following table summarizes the activity of the stock incentive and equity plans: Shares Number of Weighted- Number of Number of Outstanding at January 1, 2013 2,200,604 2,117,110 $ 13.32 59,932 — Granted (216,913 ) 97,265 8.43 73,707 45,941 Exercised — (27,930 ) 5.02 — — Canceled/forfeited 256,412 (260,375 ) 18.31 — — Outstanding at December 31, 2013 2,240,103 1,926,070 12.46 133,639 45,941 Granted (706,056 ) 574,950 5.04 27,925 103,181 Exercised — (47,654 ) 5.37 — (10,525 ) Canceled/forfeited 238,482 (215,080 ) 16.72 (20,911 ) (3,866 ) Outstanding at December 31, 2014 1,772,529 2,238,286 10.31 140,653 134,731 Granted (1,457,826 ) 992,684 1.40 60,802 404,340 Exercised/issued — (5,692 ) 0.78 — (29,432 ) Canceled/forfeited 417,567 (373,710 ) 10.02 — (55,618 ) Outstanding at December 31, 2015 732,270 2,851,568 $ 7.07 201,455 454,021 The following table sets forth option grants made during 2015, 2014 and 2013 with intrinsic value calculated based on grant date fair value. Date of Grant Number of Exercise Intrinsic January – July 2013 82,815 $6.60 - $7.97 — October 2013 14,450 $12.11 — January – July 2014 39,300 $7.69 - $11.29 — September 2014 300,000 $4.30 - $5.20 — October – December 2014 235,650 $4.25 - $4.41 — March – July 2015 92,600 $2.43 - $4.04 — September – December 2015 900,084 $1.00 - $1.35 — There is no intrinsic value because the exercise price per share of each option was equal to the fair value of the common stock on the date of grant. At December 31, 2015, the exercise prices of outstanding options were as follows: Exercise Price Number of Average Number of $0.78 - $4.94 1,617,436 7.83 488,681 $5.12 - $9.95 554,684 5.29 439,526 $10.02 - $14.00 238,542 3.95 230,494 $15.00 - $18.80 29,776 2.98 29,776 $19.21 - $22.92 356,475 4.03 356,475 $24.95 - $32.67 54,655 4.51 54,655 2,851,568 6.42 1,599,607 The weighted average fair value of the options that became vested in the years ended 2015, 2014 and 2013 was $1.3 million, $2.9 million and $4.8 million, respectively. The following table summarizes the activity of non-vested options: Non-vested Weighted- Non-vested at January 1, 2013 821,002 $ 15.24 Granted 97,265 8.43 Vested (380,413 ) 12.50 Cancelled (211,288 ) 18.55 Non-vested at December 31, 2013 326,566 13.57 Granted 574,950 5.04 Vested (169,361 ) 14.84 Cancelled (103,422 ) 12.74 Non-vested at December 31, 2014 628,733 5.93 Granted 992,684 1.40 Vested (200,402 ) 6.64 Cancelled (169,054 ) 5.86 Non-vested at December 31, 2015 1,251,961 $ 2.23 The Company’s aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock. Based on the fair market value of the common stock at December 31, 2015 and 2014, there was no aggregate intrinsic value for options outstanding and exercisable. For the years ended December 31, 2015, 2014 and 2013, the Company used historical stock prices as the basis for its volatility assumptions. The assumed risk-free rates were based on U.S. Treasury rates in effect at the time of grant with a term consistent with the expected option lives. The expected term for the year ended December 31, 2015 is based upon the Company’s median average life of its options and in the years ended December 31, 2014 and 2013, is based upon the vesting term of the Company’s options, a review of a peer group of companies, and expected exercise behavior. The forfeiture rate is based on past history of forfeited options. The expense is being allocated using the straight-line method. For the years ended December 31, 2015, 2014 and 2013, the Company recorded $731,000, $840,000 and $1.2 million, respectively, of stock option compensation expense. As of December 31, 2015, the Company has $1.4 million of total unrecognized compensation cost related to non-vested options granted under the Company’s stock-based plans that it expects to recognize over a weighted-average period of 2.84 years. For the years ended December 31, 2015, 2014 and 2013, the assumptions used for the estimated fair value at the date of option grant using the Black-Scholes option-pricing model were as follows: 2015 2014 2013 Weighted average fair value per share of option $1.40 $5.04 $8.49 Expected term 5.5 years 5.3 years 5.3 years Risk free interest rate 1.41% -1.70% 1.66% -1.83% 0.76% -1.42% Volatility 65% 77% 77% Dividend yield None None None Forfeiture rate 18.56% 25.56% 19.18% The Company continues to account for options issued prior to January 1, 2006 under the intrinsic value method. A summary of the Company’s restricted stock units (“RSUs”) is as follows: RSUs Weighted average price at Aggregate intrinsic Non-vested restricted stock units as of January 1, 2013 — $ — Granted 45,941 8.60 Non-vested restricted stock units as of December 31, 2013 45,941 8.60 Granted 103,181 4.43 Vested (10,525 ) 8.60 Cancelled (3,866 ) 8.60 Non-vested restricted stock units as of December 31, 2014 134,731 5.41 Granted 404,340 1.48 Vested (29,432 ) 5.44 Cancelled (55,618 ) 5.37 Non-vested at December 31, 2015 454,021 $ 1.92 $ 517,584 The fair value of each RSU is the market price on the date of grant and is being recorded as compensation expense ratably over the vesting terms. For the years ended December 31, 2015, 2014 and 2013, the Company recorded $224,000, $120,000 and $25,000 of RSU expense, respectively. The RSUs are forfeited by a participant upon termination for any reason and there is no proportionate or partial vesting in the periods between the vesting dates. As of December 31, 2015, there was $661,000 of unrecognized compensation cost related to the non-vested restricted stock units. This cost is expected to be recognized over a weighted-average period of 2.24 years. An analysis of restricted stock issued is as follows: Non-vested restricted stock as of January 1, 2013 4,336 Granted 73,707 Vested (24,329 ) Non-vested restricted stock as of December 31, 2013 53,714 Granted 27,925 Vested (48,521 ) Cancelled (20,911 ) Non-vested restricted stock as of December 31, 2014 12,207 Granted 60,802 Vested (57,809 ) Non-vested restricted stock as of December 31, 2015 15,200 For the years ended December 31, 2015, 2014 and 2013, the Company recorded $295,000, $448,000 and $292,000, respectively, of stock compensation expense related to restricted stock. In 2013, the Board of Directors awarded 47,050 shares of restricted stock and 70,365 stock options to key executives at a price of $7.97, the closing price of the shares on the date of the grant. Vesting of the shares was subject to achievement of specified targets by December 31, 2013 and March 31, 2014. All of the milestones were achieved by the specified dates. As of December 31, 2014, 20,911 restricted shares and 31,274 stock options were cancelled. As of December 31, 2015, the remaining restricted shares were vested. |