Stock-based Compensation | NOTE 10 - STOCK-BASED COMPENSATION [A] Stock options: The Company adopted the 1995 Stock Option Plan, pursuant to which the Company had the right to grant options to purchase up to an aggregate of 1,250,000 shares of common stock. The Company also adopted the 1999 Stock Option Plan, pursuant to which the Company had the right to grant stock awards and options to purchase up to 2,813,000 shares of common stock. The Company also adopted the 1999 Director Option Plan, pursuant to which the Company had the right to grant options to purchase up to an aggregate of 600,000 shares of common stock. The 1995 Stock Option Plan expired during 2005 and the 1999 Stock and Director Option Plans expired during 2009 and the Company cannot issue additional options under these plans. The Company adopted the 2007 Equity Compensation Plan, pursuant to which, as amended, the Company may grant options to purchase up to an aggregate of 2,500,000 shares of common stock. The Company also adopted the 2009 Non-Employee Director Equity Compensation Plan, pursuant to which, as amended, the Company may grant options to purchase up to an aggregate of 600,000 shares of common stock. In June 2015, the Company adopted the 2015 Equity Compensation Plan (the 2015 Plan) pursuant to which the Company may grant stock options, restricted stock and other equity-based awards with respect to up to an aggregate of 1,200,000 shares of common stock. The plans are administered by the Compensation Committee of the Companys Board of Directors (the Compensation Committee), which has the authority to determine, among other things, the term during which an option may be exercised (not more than 10 years), the exercise price of an option and the vesting provisions. On March 21, 2014, the Company and its former Chief Executive Officer (the Former CEO) entered into a Separation and General Release Agreement (the Separation Agreement). Under the terms of the Separation Agreement, the vesting of the Former CEOs unvested stock options and restricted stock were accelerated and the term to exercise the stock options was extended to fifteen (15) months from March 2, 2014, the date of the Former CEOs separation. Due to the modification of the terms of the stock option and restricted stock agreements, the Company recognized $327,000 of additional stock-based compensation expense in the first quarter of 2014 which is included in the stock option and restricted stock stock-based compensation expense. On April 4, 2014, each of Lawrence S. Burstein, Harold D. Copperman, Robert J. Farrell and Michael P. Monaco (collectively, the Former Board Members) informed the Company of their respective decisions not to stand for re-election to the Companys board of directors (the Board) at the 2014 annual meeting of stockholders, which was held on June 20, 2014 (the 2014 Annual Meeting).In connection with the Former Board Members departure, the vesting of certain options granted to the Former Board Members under the 2009 Director Plan was accelerated and the post-termination exercise period was extended from a period of three (3) months to fifteen (15) months after the Former Board Members ceased to serve as members of the Board on June 20, 2014. Due to the modification of the terms of the stock options, the Company recognized $49,000 of additional stock-based compensation expense in the second quarter of 2014 which is included in the stock option stock-based compensation expense. A summary of the status of the Companys stock options as of December 31, 2013, 2014 and 2015 and changes during the years then ended, is presented below: 2013 2014 2015 Weighted - Weighted - Weighted - Average Average Average Number of Exercise Number of Exercise Number of Exercise Shares Price Shares Price Shares Price Outstanding at beginning of year 2,568,000 $ 7.33 2,790,000 $ 7.25 2,209,000 $ 6.84 Granted 367,000 5.63 290,000 5.54 - - Exercised (67,000 ) 3.4 (126,000 ) 3.65 (568,000 ) 3.95 Expired (25,000 ) 5.89 (383,000 ) 6.88 (25,000 ) 10.00 Forfeited (53,000 ) 5.13 (362,000 ) 10.03 (404,000 ) 10.38 Outstanding at end of year 2,790,000 $ 7.25 2,209,000 $ 6.84 1,212,000 $ 6.94 Exercisable at end of year 1,964,000 $ 8.12 1,620,000 $ 7.31 904,000 $ 7.40 The following table summarizes information about stock options at December 31, 2015: Options Outstanding Options Exercisable Weighted - Average Remaining Exercise Number Contractual Weighted-Average Number Weighted-Average Prices ($) Outstanding Life in Years Exercise Price Outstanding Exercise Price 2.06 - 3.81 240,000 4 $ 3.20 240,000 $ 3.20 3.82 - 7.40 782,000 7 5.51 474,000 5.45 7.41 - 14.15 56,000 2 7.66 56,000 7.66 14.16 - 19.94 8,000 1 16.18 8,000 16.18 19.95 24.08 126,000 1 22.04 126,000 22.04 1,212,000 5 $ 6.94 904,000 $ 7.40 As of December 31, 2015 Weighted Average Remaining Aggregate Intrinsic Value Contractual Life in Years Options outstanding $ 342,000 5 Options exercisable $ 342,000 4 The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model reflecting the following weighted-average assumptions: December 31, 2013 2014 2015 Expected volatility 47.34 % 44.4 % - Expected life of options 4.0 - 5.0 years 3.0 - 4.0 years - Risk free interest rate 0.6 % 1.2 % - Dividend yield 0 % 0 % - Weighted-average fair value of options granted during the year $ 2.17 $ 1.91 - Expected volatility is based on historical volatility of the Companys common stock and the expected life of options is based on historical data with respect to employee exercise periods. For the years ended December 31, 2013, 2014 and 2015, the Company recorded $579,000, $540,000 and $282,000, respectively, of stock-based compensation expense in connection with the stock option grants. The total intrinsic value of options exercised during the years ended December 31, 2013, 2014 and 2015 was $209,000, $276,000 and $1,524,000, respectively. The fair value of options vested during the years ended December 31, 2013, 2014 and 2015 was $633,000, $712,000 and $505,000, respectively. As of December 31, 2015, there was $484,000 of total unrecognized compensation costs related to non-vested options granted under the Companys stock option plans. That cost is expected to be recognized over a weighted-average period of 2.19 years. [B] Restricted Stock Awards: The Company grants restricted stock to employees, whereby the employees are contractually restricted from transferring the shares until they are vested. The stock is unvested at the time of grant and, upon vesting, there are no legal restrictions on the stock. The fair value of each share is based on the Companys closing stock price on the date of the grant. A summary of the non-vested shares for the years ended December 31, 2013, 2014 and 2015 is as follows: Weighted - Average Number of Grant Non-vested Date Shares Fair Value Non-vested at January 1, 2013 293,000 $ 3.79 Granted 101,000 5.67 Vested (183,000 ) 3.35 Forfeited (11,000 ) 4.92 Non-vested at December 31, 2013 200,000 $ 5.08 Granted 608,000 5.68 Vested (99,000 ) 5.06 Forfeited (93,000 ) 5.02 Non-vested at December 31, 2014 616,000 $ 5.69 Granted 232,000 6.00 Vested (210,000 ) 5.75 Forfeited (63,000 ) 5.70 Non-vested at December 31, 2015 575,000 $ 5.79 For the years ended December 31, 2013, 2014 and 2015, the Company recorded $527,000, $787,000 and $1,325,000 respectively, of stock-based compensation expense in connection with the restricted stock grants. As of December 31, 2015, there was $2,477,000 of total unrecognized compensation cost related to non-vested shares. That cost is expected to be recognized over a weighted-average period of 2.72 years. [C] Performance Shares: The Company grants performance shares to certain key employees pursuant to the 2007 Equity Compensation Plan, as amended. The issuance of the shares of the Companys common stock underlying the performance shares is subject to the achievement of stock price targets of the Companys common stock at the end of a three-year measurement period from the date of issuance, with the ability to achieve prorated performance shares during interim annual measurement periods. The annual measurement period is based on a trading-day average of the Companys stock after the announcement of annual results. If the stock price performance triggers are not met, the performance shares will not vest and will automatically be returned to the plan. If the stock price performance triggers are met, then the shares will be issued to the employees. Under the applicable accounting guidance, stock compensation expense at the fair value of the shares expected to vest is recorded even if the aforementioned stock price targets are not met. Stock-based compensation expense related to these performance shares for the years ended December 31, 2013, 2014 and 2015 was insignificant. The following table summarizes the activity relating to the Companys performance shares for the years ended December 31, 2013, 2014 and 2015: Non-vested Shares Performance shares, non-vested, January 1, 2013 134,000 Granted - Vested - Forfeited (100,000 ) Performance shares, non-vested, December 31, 2013 34,000 Granted - Vested - Forfeited (16,000 ) Performance shares, non-vested, December 31, 2014 18,000 Granted - Vested - Forfeited (18,000 ) Performance shares, non-vested, December 31, 2015 - [D] Warrants: On August 22, 2011 (the Effective Date), the Company and Avis Budget Car Rental, LLC (ABCR), a subsidiary of Avis Budget Group, entered into a Master Software License, Information Technology Services and Equipment Purchase Agreement (the Master Agreement) for the Companys system relating to radio frequency identification (RFID) enabled rental car management and virtual location rental (collectively, the System). The order which covered 25,000 units (SOW #1) was placed pursuant to a statement of work (SOW) issued under the Master Agreement and related agreements with ABCR. In connection with the Master Agreement, the Company also entered into a Purchase Agreement (the Purchase Agreement), dated as of August 22, 2011, with Avis Budget Group, Inc. (Avis Budget Group), pursuant to which Avis Budget Group purchased from the Company, for an aggregate purchase price of $4,604,500 (or $4.60 per share, which price was based on the average closing price of our common stock for the twenty trading days prior to the Effective Date), (i) 1,000,000 shares (the Shares) of the Companys common stock, and (ii) a warrant (the Warrant) to purchase up to an aggregate of 600,000 shares of our common stock (the Warrant Shares) at an exercise price of $10.00 per share of common stock . The Company issued the Shares in 2011 from treasury stock, reflecting the cost of such shares on a specific identification basis. The Warrant is exercisable (i) with respect to 100,000 of the Warrant Shares, at any time after the Effective Date and on or before the fifth (5th) anniversary thereof, and (ii) with respect to 500,000 of the Warrant Shares, at any time on or after the date (if any) on which ABCR, the Avis entity that is the counterparty under the Master Agreement, executes and delivers to the Company a second SOW (SOW#2) for the purchase of additional units, and on or before the fifth (5th) anniversary of the Effective Date. The Warrant may be exercised by means of a cashless exercise solely in the event that on the later of (i) the one-year anniversary of the Effective Date and (ii) the date on which the Warrant is exercised by the holder, the Company is eligible to file a registration statement on Form S-3 to register the Warrant Shares for resale by the holder and a re-sale registration statement on Form S-3 registering the Warrant Shares for resale by the holder is not then declared effective by the Securities and Exchange Commission (the SEC) and available for use by the holder. The Company has agreed to file such a registration statement (on Form S-3 only, or a successor thereto) within 30 days of the holders request therefor, and to have such registration statement declared effective within 90 days of such request, if there is no review by the Staff of the SEC, and within 120 days, if there has been a review by the Staff of the SEC. As of December 31, 2015, the Company has not yet been requested to file such a registration statement. The exercise price of the Warrant and, in some cases, the number of shares of our common stock issuable upon exercise, are subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to holders of common stock. In the event of a fundamental transaction involving the Company, such as a merger, consolidation, sale of substantially all of the Companys assets or similar reorganization or recapitalization, the holder will be entitled to receive, upon exercise of the Warrant, any securities or other consideration received by the holders of the Companys common stock pursuant to such fundamental transaction. The Company is required to reserve a sufficient number of shares of common stock for the purpose enabling the Company to issue the Warrant Shares pursuant to any exercise of the Warrants. As of December 31, 2015, the Company has sufficient shares reserved. The fair value of the 100,000 Warrant Shares which vested on the Effective Date was recorded as reduction of product revenue during the third quarter of 2011. The remaining 500,000 Warrant Shares underlying the Warrant, which vest upon the execution of SOW#2, have not been valued at this time since the Company has not determined that it is probable that SOW#2 will be executed and that the Warrant will become exercisable for these remaining 500,000 Warrant Shares. Since there is no penalty for failure to execute SOW#2, there is no performance commitment date and, therefore, there is no measurement date for these 500,000 Warrant Shares underlying the Warrant until SOW#2 is executed. |