Stock and Incentive Plans | 10. Stock and Incentive Plans 2010 Stock Option and Equity Incentive Plan In 2010, the Company adopted the 2010 Stock Option and Equity Incentive Plan (the “2010 Incentive Plan”), which the Company’s shareholders approved in 2011. The maximum number of shares of common stock that may be issued pursuant to grants or options under the 2010 Incentive Plan is 1,000,000 . The 2010 Incentive Plan is administered by the Board of Directors and provides for both the direct award of stock and the grant of stock options to eligible directors, officers, employees and outside consultants of the Company or its affiliates as defined in the 2010 Incentive Plan. The Company may grant either incentive stock options or nonqualified stock options as directed in the 2010 Incentive Plan. The Board of Directors authorized the 2010 Incentive Plan to provide for the award of 100,000 shares of direct stock awards (restricted shares) and 900,000 shares of stock options, of which 500,000 shares are performance ‑based stock options. Options are generally granted with an exercise price equal to the market price of the Company’s stock at the date of the grant; those option awards generally vest based on 5 years of continuous service and have 10 ‑year contractual terms for non ‑controlling participants as defined by the 2010 Incentive Plan, and forfeiture of unexercised options upon termination of employment with the Company. Other grant terms can vary for controlling participants as defined by the 2010 Incentive Plan. Restricted share awards generally vest after 4 years of continuous service. The terms of the Incentive Plan include a provision whereby all unearned non ‑performance options and restricted shares become immediately exercisable and fully vested upon a change in control. The vesting of a performance ‑based stock option is contingent upon a change of control and the achievement of specific performance criteria or other objectives set at the grant date. With the adoption of the 2014 Omnibus Plan, which is discussed below, the Company does not plan to award any additional grants or options under the 2010 Incentive Plan. During the six months ended June 30, 2016 and 2015, the Company did not award any restricted stock units, non-performance ‑based stock options or performance ‑based stock options under the 2010 Incentive Plan. Stock based compensation expense is measured based upon the fair market value of the award at the grant date and is recognized ratably over the period during which the shares are earned (the requisite service period). For the six months ended June 30, 2016 and 2015, approximately $57 and $ 92 of stock compensation expense related to the 2010 Incentive Plan, respectively, was recognized in the accompanying condensed consolidated statements of income. A summary of option activity under the 2010 Incentive Plan for the six months ended June 30, 2016 and 2015, and changes during the period then ended is presented below: For Six Months Ended June 30, 2016 Nonperformance-based stock options Performance-based stock options Weighted Weighted Weighted Shares Weighted Average Shares Average Average Underlying Exercise Contractual Underlying Exercise Contractual Options Price Term Options Price Term Outstanding at beginning of year $ 5.56 years — $ — Granted during the period — — — — Forfeited during the period — — — — Cancelled during the period — — — — Exercised during the period — — — — Outstanding at the end of period $ 5.06 years — $ — Options exercisable at end of period $ 4.91 years — $ — Weighted average fair value of options granted during the period $ — $ — For Six Months Ended June 30, 2015 Nonperformance-based stock options Performance-based stock options Weighted Weighted Weighted Shares Weighted Average Shares Average Average Underlying Exercise Contractual Underlying Exercise Contractual Options Price Term Options Price Term Outstanding at beginning of year $ 6.58 years — $ — Granted during the period — — — — Forfeited during the period — — — — Exercised during the period — — — — Outstanding at the end of period $ 6.08 years — $ — Options exercisable at end of period $ 5.89 years — $ — Weighted average fair value of options granted during the period $ — $ — As of June 30, 2016, December 31, 2015 and June 30, 2015, the aggregate intrinsic value was $ 1,911, $1,971 and $1,692 , respectively , for outstanding non-performance ‑based stock options, $1,768 , $1,462 and $ 1,226 , respectively , for exercisable non-performance ‑based stock options. As of June 30, 2016, December 31, 2015 and June 30, 2015, there were no performance ‑based stock options outstanding or exercisable . As of June 30, 2016, December 31, 2015 and June 30, 2015, there was approximately $ 36, $51 and $143 respectively, of unrecognized compensation expense related to non-performance ‑based stock options. The unrecognized compensation expense at June 30, 2016 is expected to be recognized over the remaining weighted average requisite service period of 1.69 years. As of June 30, 2016, there was no unrecognized compensation expense related to performance-based options. A summary of the status of the Company’s restricted stock units under the 2010 incentive plan as of June 30, 2016 and 20 15, and changes during the six months then ended is as follows: 2016 2015 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at January 1, $ $ Granted during the period — — — — Vested during the period Forfeited during the period — — — — Nonvested at June 30, $ $ As of June 30, 2016, December 31, 2015 and June 30, 2015, there was $132 , $174 , and $ 230 respectively , of total unrecognized compensation expense related to nonvested restricted stock units. The unamortized compensation expense as of June 30, 2016 expected to be recognized over the remaining weighted average requisite service period of 1.40 years. 2014 Omnibus Plan In September of 2014, the Company adopted an omnibus incentive plan or the 2014 Omnibus Plan (“2014 Omnibus Plan”). The purpose of the 2014 Omnibus Plan is to align the long ‑term financial interests of the employees, directors, consultants and other service providers with those of the shareholders, to attract and retain those employees, directors, consultants and other service providers by providing compensation opportunities that are competitive with other companies and to provide incentives to those individuals who contribute significantly to the Company’s long ‑term performance and growth. To accomplish these goals, the 2014 Omnibus Plan permits the issuance of stock options, share appreciation rights, restricted shares, restricted share units, deferred shares, unrestricted shares and cash ‑based awards. The maximum number of shares of the Company’s common stock that may be issued pursuant to grants or options under the 2014 Omnibus Plan i s 1,000,000 . The Company granted 71,286 options and 56,250 restricted stock units to its employees and directors during the six months ended June 30, 2016 under the 2014 Omnibus Plan. Of the options awarded, 56,286 vest in equal annual installments over a three -year period from the grant date and the remainder vest in equal annual installments over a five -year period from the grant date. Of the restricted stock units awarded, 34,190 include a market condition based on the Company’s total shareholder return relative to a market index that determines the number of restricted stock units that may vest equally over a three -year period from the date of grant. The remaining 22,060 grants do not include market conditions and fully vest over the requisite service period ranging from one to five years. The Company granted 44,080 options and 25,474 restricted stock units to its employees and directors during the six months ended June 30, 2015 under the 2014 Omnibus Plan. The options vest equally over three years from the date of grant. The restricted stock units include a market condition based on the Company’s total shareholder return relative to a market index that determines the number of restricted stock units that may vest equally over a three -year period from the date of grant. The fair value of each option award is estimated on the grant date using the Black ‑Scholes option ‑pricing model with the following assumptions used for the grants: For the Six Months Ended June 30, 2016 2015 Dividend yield 0.00% 0.00% Expected life 5.0 to 6.5 years 6 years Expected volatility 35.23% to 37.55% 37.00% Risk-free interest rate 1.26% to 2.01% 1.81% The expected life is based on the amount of time that options granted are expected to be outstanding. The dividend yield assumption is based on the Company’s history. The expected volatility is based on historical volatility of the Company as well as the volatility of certain comparable public company peers. The risk ‑free interest rates are based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. A summary of the status of the Company’s stock options under the 2014 Omnibus Plan as of June 30, 2016 and 2015, and changes during the six months ended is as follows: 2016 2015 Nonperformance-based stock options Nonperformance-based stock options Weighted Weighted Shares Weighted Average Shares Weighted Average Underlying Exercise Contractual Underlying Exercise Contractual Options Price Term Options Price Term Outstanding at beginning of year $ 9.12 years — $ — Granted during the period Forfeited during the period — — — — Cancelled during the period — — — — Exercised during the period — — — — Outstanding at the end of period $ 9.16 years $ 9.52 years Options exercisable at end of period $ 8.51 years — $ — Weighted average fair value of options granted during the period $ $ As of June 30, 2016, December 31, 2015 and June 30, 2015 the aggregate intrinsic value was $ 97 , $97 and $34 for outstanding stock options under the 2014 Omnibus plan. As of June 30, 2016 the aggregate intrinsic value was $27 for exercisable stock options outstanding under the 2014 Omnibus plan, there were no exercisable stock options outstanding under the 2014 Omnibus Plan as of December 31, 2015 or June 30, 2015. A summary of the status of the Company’s restricted stock units under the 2014 Omnibus Plan as of June 30, 2016 and 2015, and changes during the six months ended is as follows: 2016 2015 Restricted stock units Restricted stock units Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at January 1, $ $ Granted during the period Vested during the period — — Forfeited during the period — — — — Nonvested at June 30, $ $ For the six months ended June 30, 2016, compensation expense for awards granted under the 2014 Omnibus Plan was approximately $104 and $302 for options and restricted stock units, respectively. For the six months ended June 30, 2015, compensation expense for awards granted under the 2014 Omnibus Plan was approximately $36 and $145 for options and restricted stock units, respectively. As of June 30, 2016, December 31, 2015 and June 30, 2015 there was $507 , $187 and $183 of total unrecognized compensation expense related to options awarded under the 2014 Omnibus Plan, respectively. As of June 30, 2016, December 31, 2015 and June 30, 2015 there was $1,348 , $979 and $995 of total unrecognized compensation related to restricted stock units awarded under the 2014 Omnibus Plan, respectively. The compensation expense related to these options and restricted stock units is expected to be recognized over the remaining weighted average requisite service periods of 2.67 and 2.98 years, respectively. |