Note 9 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
9. SHARE-BASED COMPENSATION |
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Share Option Plan |
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The Company sponsors an option plan (the Share Option Plan) under which a maximum fixed reloading percentage of 10% of the issued and outstanding common stock of the Company may be granted to employees, directors and service providers. Options granted under the Share Option Plan prior to January 2010 began vesting after one year from the date of grant, are exercisable in equal amounts over four years on the anniversary date of the grant, and expire eight years following the date of grant. Options granted under the Share Option Plan after January 2010 vest 25% on the first anniversary of the hiring date, with the balance vesting in monthly increments for 36 months following the first anniversary of hiring, and expire eight years following the date of grant. As of September 30, 2013, the number of shares of common stock reserved for issuance under the Share Option Plan was 6,806,084. As of September 30, 2013, 2,794,003 shares of common stock remained available for future grant under the Share Option Plan. |
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During the three months ended September 30, 2013 and September 30, 2012, the Company granted 10,000 and 75,000 stock options, respectively, and recorded stock compensation expense of $0.4 million and $0.3 million, respectively. During the nine months ended September 30, 2013 and September 30, 2012, the Company granted 10,000 and 100,500 stock options, respectively, and recorded stock compensation expense of $1.3 million and $1.0 million, respectively. Stock options granted during the nine months ended September 30, 2012 were higher due to the addition of an increased number of new employees during the period. No stock options were exercised during each of the three and nine months ended September 30, 2013 and September 30, 2012. |
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The Company uses the Black-Scholes option pricing model to value the options at each grant date, using the following weighted average assumptions: |
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| | Three months ended | | | Nine months ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Weighted average grant-date fair value for stock options granted | | $ | 1.27 | | | $ | 3.62 | | | $ | 1.27 | | | $ | 3.63 | |
Expected dividend rate | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
Expected volatility | | | 89.64 | % | | | 84.78 | % | | | 89.64 | % | | | 84.62 | % |
Risk-free interest rate | | | 1.8 | % | | | 0.86 | % | | | 1.8 | % | | | 0.9 | % |
Expected life of options in years | | | 6 | | | | 6 | | | | 6 | | | | 6 | |
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The expected term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method, which calculates the expected life as the average of the vesting term and the contractual term of the option. The Company’s historical stock option exercise data was impacted by a restructuring of its business in 2008. Because the Company does not have sufficient historical stock option exercise data to accurately estimate the expected term used for its valuation of stock options, the Company continues to use the simplified method to calculate the expected term of new stock option grants. As the Company accumulates more data and history related to the exercises of stock option awards, the Company will reassess its use of the simplified method to determine the expected term. |
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Employee Stock Purchase Plan |
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The Company adopted an Employee Stock Purchase Plan (ESPP) on June 3, 2010, pursuant to which a total of 900,000 shares of common stock were reserved for sale to employees of the Company. The ESPP is administered by the compensation committee of the board of directors and is open to all eligible employees of the Company. Under the terms of the ESPP, eligible employees may purchase shares of the Company’s common stock at six month intervals during 18-month offering periods through periodic payroll deductions, which may not exceed 15% of any employee’s compensation and may not exceed a value of $25,000 in any calendar year, at a price not less than the lesser of an amount equal to 85% of the fair market value of the Company’s common stock at the beginning of the offering period or an amount equal to 85% of the fair market value of the Company’s common stock on each purchase date. The maximum aggregate number of shares that may be purchased by each eligible employee during each offering period is 15,000 shares of the Company’s common stock. For the three and nine months ended September 30, 2013, expense related to this plan was $44,273 and $107,847, respectively. For the three and nine months ended September 30, 2012, expense related to this plan was $54,928 and $134,030, respectively. Under the ESPP, the Company did not issue any shares to employees during each of the three months periods ended September 30, 2013 and September 30, 2012. The Company issued 35,895 shares and 28,591 shares to employees during the nine months ended September 30, 2013 and September 30, 2012, respectively. There are 716,278 shares reserved for future issuances under the ESPP as of September 30, 2013. |
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Restricted Share Unit Plan |
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The Company also sponsors a restricted share unit plan (RSU Plan) for non-employee directors that was established in 2005. The RSU Plan provides for grants to be made from time to time by the board of directors or a committee thereof. Each unit granted will be made in accordance with the RSU Plan and terms specific to that grant and will be converted into one share of common stock less the cash payment provisions described below at the end of the grant period (not to exceed five years) without any further consideration payable to the Company in respect thereof. The current maximum number of common shares of the Company reserved for issuance pursuant to the RSU Plan is 466,666. As of September 30, 2013, 79,022 shares of common stock remain available for future grant under the RSU Plan. During the three months ended September 30, 2013, the Company granted 17,341 restricted share units (RSUs) with a fair value of $30,000 to its new board member. The Company did not grant any RSUs during the three months ended September 30, 2012. The Company granted 97,551 and 40,870 RSUs, with a fair value of $180,000 and $150,000 during nine months ended September 30, 2013 and September 30, 2012, respectively. No shares were issued upon conversion of RSUs for the three months ended September 30, 2013 and September 30, 2012. During the nine months ended September 30, 2013 and September 30, 2012, 22,690 and 43,397 shares were issued upon conversion of RSUs, respectively. The fair value of each RSU has been determined to be the closing trading price of the Company’s common shares on the date of grant as quoted in NASDAQ Global Market. |
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Approximately 25% of each RSU represents a contingent right to receive cash upon vesting, and the Company is required to deliver an amount in cash equal to the fair market value of the shares on the vesting date to facilitate the satisfaction of the non-employee directors’ U.S. federal income tax obligation with respect to the vested RSUs. The outstanding RSU awards are required to be remeasured at each reporting date until settlement of the award, and changes in valuation are recorded as compensation expense for the period. To the extent that the liability recorded in the balance sheet is less than the original award value, the difference is recognized in equity. The fair value of the outstanding RSUs on the reporting date is determined to be the closing trading price of the Company’s common shares on that date. |
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The remeasurement of the outstanding RSUs resulted in an additional $0.1 million and $0.2 million in share-based compensation expense recorded in general and administrative expenses in the condensed consolidated statement of operations for the three and nine months ended September 30, 2013, respectively. The remeasurement of the outstanding RSUs resulted in an additional $0.1 million and a reduction of $0.2 million in share-based compensation expense recorded in general and administrative expenses in the condensed consolidated statement of operations for the three and nine months ended September 30, 2012, respectively. |