SHARE BASED AND OTHER COMPENSATION | NOTE 11 - SHARE BASED AND OTHER COMPENSATION Share-Based Compensation In September 2012, the Company adopted the 2012 Equity Incentive Plan (the “EIP”). The EIP was amended by the stockholders on June 27, 2013 to increase the number of shares of Common Stock available for grant under the EIP from 900,000 shares to 1,800,000 shares and again on November 13, 2013 to increase the number of shares of Common Stock available for grant under the EIP from 1,800,000 shares to 6,800,000 shares and to increase the number of shares of Common Stock eligible for grant under the EIP in a single year to a single participant from 1,000,000 shares to 3,000,000 shares. Each member of the board of directors and the management team has been periodically awarded stock options and/or restricted stock grants and may be awarded additional grants under the terms of the EIP in the future. The value of employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the award, recognized over the period during which an employee is required to provide services in exchange for such award. During the six months ended June 30, 2015, the Company granted 634,189 shares of restricted Common Stock and 4,800,000 stock options, to employees, directors and consultants. Also during the three months ended June 30, 2015, certain of the Company’s employees, directors and consultants forfeited 100,000 shares of restricted Common Stock and 2,233,333 stock options previously issued in connection with various terminations. As a result, as of June 30, 2015, the Company had 1,914,001 restricted shares and 6,150,000 options to purchase common shares outstanding to employees and directors. Options issued to employees vest in equal installments over specified time periods during the service period or upon achievement of certain performance based operating thresholds. The Company requires that employees and directors pay the tax on equity grants in order to issue the shares and there is currently no cashless exercise option. Therefore, as of June 30, 2015, 1,914,001 shares have been granted, but are not issued. Compensation Costs Three Months Ended June 30, 2015** Three Months Ended As of June 30, 2014 Stock Options Restricted Stock Total Stock Options Restricted Stock Total Stock-based compensation expensed* $ 1,168,000 $ 283,000 $ 1,451,000 $ 530,000 $ 120,000 $ 650,000 Six Months Ended June 30, 2015** Six Months Ended As of June 30, 2014 (Dollar amounts in thousands) Stock Options Restricted Stock Total Stock Options Restricted Stock Total Stock-based compensation expensed* $ 1,723,000 $ 341,000 $ 2,064,000 $ 754,000 $ 190,000 $ 944,000 * Only includes directors and employees for which the options vest over time instead of based upon performance criteria for which the performance criteria has not been met as of June 30, 2015. ** As of June 30, 2015, the Company has unamortized stock-based compensation costs for stock options of $2.36 million and $528,000 for restricted stock. The Company has a weighted average amortization period remaining for stock options of 7.77 years and 1.41 years for restricted stock. Restricted Stock A summary of restricted stock grant activity for the six months ended June 30, 2015 is presented below: Number of Shares Weighted Average Grant Date Price Outstanding at January 1, 2015 1,630,667 2.44 Granted 634,188 .97 Vested/issued (250,854 ) 1.12 Forfeited (100,000 ) 2.45 Outstanding at June 30, 2015 1,914,001 2.20 As of June 30, 2015, total unrecognized compensation costs related to 411,667 unvested restricted shares of Common Stock issued to directors and employees was approximately $581,079, which is expected to be recognized over a weighted-average remaining service period of 1.41 years. During the six months ended June 30, 2015 and 2014, the Company granted restricted stock for professional services. The restricted stock granted was valued at the fair value at the date of grant and vested over the contract life. During the three and six months ended June 30, 2015 the Company expensed $150,000 and $207,000, respectively, relating to the contracts. During the three and six months ended June 30, 2014, the Company expensed $190,000 and $285,000, respectively. Board of Directors On April 16, 2015, the Board adopted amended terms to the Company’s independent director compensation agreements and established an amended non-employee director compensation program pursuant to the EIP. The Company’s non-employee director compensation program is comprised of the following components: ● Initial Grant: Each non-employee director receives 100,000 shares of Common Stock, which vest in three equal installments over a three year period, payable on the date of the director’s appointment anniversary (subject to the continued service of the director and certain accelerated vesting provisions); ● Annual Stock Award: Each non-employee director will receive an annual stock award equal to $60,000 divided by the most recent per share closing price of the Common Stock on the national securities exchange on which the Common Stock is traded prior to the date of each annual grant, issued on the director’s appointment anniversary, and subject to certain accelerated vesting provisions; ● Annual Cash Retainer: Each non-employee director will receive an annual cash retainer fee of $60,000, paid quarterly, which at the election of the director is payable in cash or stock (calculated by dividing the value of cash compensation (or portion thereof) by the most recent per share closing price of the Common Stock on the national securities exchange on which the Common Stock is traded prior to the date of the grant; and ● Option Award: Each non-employee director will receive a grant of options to purchase 250,000 shares of Common Stock, which vest immediately and options to purchase 200,000 shares of Common Stock hat vest in equal installments over a three year period; and ● Committee Fees: On a quarterly basis, beginning at the end of the first full quarter following the appointment of the non-employee director to Chairman of the Board, Chairman of the Audit Committee or Chairman of the Compensation Committee, the director will receive $12,500, $6,250 and $6,250, respectively, in cash compensation. During the three and six months ended June 30, 2015, the Company expensed $977,000 and $1.20 million, respectively. The expense consisted of $977,000 and $1.15 million in non-cash compensation for the three and six months ended June 30, 2015. On April 20, 2015, the Company valued the 200,000 stock options issued to three of the non-employee directors using the following variables: (i) 200,000 options issued per director (600,000 options); (ii) stock price of $1.65; (iii) exercise price of $ 1.65; (iv) expected life of 7 years; (v) volatility of 99.44%; (vi) risk free rate of 1.65% for a total value of $271,000 for each grant (total of $813,000 for all three directors) which the amount is amortized over the vesting period. On April 20, 2015, the Company valued the 250,000 stock options issued to the three non-employee directors using the following variables: (i) 250,000 options issued for per director (750,000 options); (ii) stock price of $1.65; (iii) exercise price of $ 1.65; (iv) expected life of 5 years; (v) volatility of 99.44%; (vi) risk free rate of 1.65% for a total value of $306,000 for each grant (total of $918,000 for all three directors) which amount is expensed immediately. Stock Options A summary of stock options activity for the six months ended June 30, 2015 is presented below: Stock Options Outstanding and Exercisable Number Weighted Number Weighted Outstanding at January 1, 2015 3,583,333 $ 2.16 1,383,333 3.52 Granted 4,800,000 $ 1.26 2,666,667 9.64 Exercised - - - - Forfeited or cancelled (2,233,333 ) $ (2.45 ) (233,333 ) (1.84 ) Outstanding at June 30, 2015 6,150,000 $ 1.35 2,666,667 7.04 As of June 30, 2015, total unrecognized compensation costs relating to the outstanding options was $2.35 million, which is expected to be recognized over the remaining vesting period of approximately 2.28 years. The average life of the options is three years with an intrinsic value of $60,000 as of June 30, 2015. During the six months ended June 30, 2015 and 2014, the Company issued stock options to purchase Common Stock to certain of its officers and directors. The options are valued using a Black Scholes model and amortized over the life of the option. During the three months ended June 30, 2015 and 2014 the Company amortized $1.17 million and $537,000, respectively and during the six months ended June 30, 2015 and 2014, the Company amortized $1.72 million and $762,000, respectively, relating to options outstanding. As of June 30, 2015, 3,483,333 options were exercisable and 2,666,667 options have yet to vest in accordance with employee and board of director compensation agreements. |