Stock Options | 12 Months Ended |
Dec. 31, 2014 |
Stock Options Abstract [Abstract] | |
Stock Options Disclosure Text Block [Text Block] | | -13 | Stock Options | | | | | | | | | | | |
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Through the Compensation Committee of the Company’s Board of Directors, the Company administers the 2011 Stock Option and Incentive Plan, which provides incentive and non-qualified stock option benefits for employees, officers, directors and independent contractors providing services to Enzon and its subsidiaries. The 2011 Stock Option and Incentive Plan was adopted by the Board of Directors in March 2011 and approved by the stockholders in May 2011. Prior to this, the Company administered the 2001 Incentive Stock Plan, which was adopted by the Company’s Board of Directors in October 2001 and approved by the stockholders in December 2001. Options granted to employees generally vest over four years from date of grant and options granted to directors vest after one year. The exercise price of the options granted must be at least 100 percent of the fair value of the Company’s common stock at the time the options are granted. Options may be exercised for a period of up to ten years from the grant date. As of December 31, 2014, the 2011 plan authorized equity-based awards for 5 million common shares of which about 4.4 million shares remain available for grant. Option grants remain outstanding from previous awards under the 2001 Incentive Stock Plan and an earlier 1987 Non-Qualified Stock Option Plan; however, there will be no further grants made pursuant to those plans. |
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2013 Outside Director Compensation Plan |
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In January 2013, the Governance and Nominating Committee reviewed director compensation in view of changes in the size and direction of the Company and trends in director compensation at peer group companies. In January 2013, the Board of Directors adopted the 2013 Outside Director Compensation Plan, which remained in effect until the Amended and Restated 2013 Outside Director Compensation Plan (described below) became effective on July 1, 2013. Under the 2013 Outside Director Compensation Plan, each non-employee director receives an annual grant of stock options on the first trading day of the calendar year with a Black-Scholes value of $ 25,000 and an exercise price equal to the closing price of the Company’s Common Stock on the date of grant (the “2013 Plan Annual Option Grant”) and an annual grant of restricted stock units settled in shares of Common Stock on the first trading day after June 30 of each calendar year with a value of $ 50 ,000 (the “2013 Plan Annual Restricted Stock Grant”). These grants are made under the Company’s equity compensation plans. The 2013 Plan Annual Option Grant vests in one tranche on the first anniversary of the date of grant if the recipient director remains on the Company’s Board of Directors on that date. Once vested, options granted pursuant to the 2013 Plan Annual Option Grant expire on the 10th anniversary of the date of grant. The number of shares issued in the 2013 Plan Annual Restricted Stock Grant will be equal to $ 50,000 divided by the closing price of the Company’s Common Stock on the date of grant. The shares covered by the 2013 Plan Annual Restricted Stock Grant vest in three equal tranches on each of the first three anniversaries of the date of grant if the recipient director remains on the Company’s Board of Directors on each such date. Upon the election of a new non-employee director to the Board of Directors , such newly elected director will receive a grant of stock options with a Black-Scholes value of $ 25 ,000 (the exercise price of which will be equal to the closing price of our Common Stock on the date of grant) and a grant of restricted stock units settled in shares of Common Stock with a value of $ 50,000 (the number of shares covered by such grant being equal to $ 50,000 divided by the closing price of our Common Stock on the date of grant) (the “2013 Plan Welcome Grant”). The options and restricted stock units included in the 2013 Plan Welcome Grant vest in three equal tranches on each of the first three anniversaries of the date of grant, if the recipient director remains on the Board of Directors on each such date. For the Chairperson of the Board of Directors, if such Chairperson is not an employee of the Company, the value of the options and restricted stock units covered by the 2013 Plan Annual Option Grant, Annual Restricted Stock Grant and 2013 Plan Welcome Grant are twice the amounts mentioned above. For the Vice-Chairperson of the Board of Directors, if such Vice-Chairperson is not an employee of the Company, the value of the options and restricted stock units covered by the 2013 Plan Annual Option Grant, 2013 Plan Annual Restricted Stock Grant and 2013 Plan Welcome Grant are 1.75 times the amounts mentioned above. In addition, under the 2013 Outside Director Compensation Plan, each non-employee director receives an annual cash retainer of $ 30,000. Non-employee directors also receive an additional annual cash retainer of $ 18,000 for service as chair of the Finance and Audit Committee and $ 8,000 for service as chair of any other committee. Non-employee directors receive an additional annual cash retainer of $ 8,000 for service as members of the Audit and Finance Committee, an annual cash retainer of $ 4,000 for each other committee on which they serve but do not chair. |
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Amended and Restated 2013 Outside Director Compensation Plan |
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In June 2013, the Governance and Nominating Committee further reviewed director compensation in view of changes in the size and direction of our company. The Governance and Nominating Committee recommended further changes to eliminate equity grants and reduce cash compensation to non-employee directors. Based upon these recommendations, in June 2013, the Board adopted the Amended and Restated 2013 Outside Director Compensation Plan, which became effective on July 1, 2013. Under the Amended and Restated 2013 Outside Director Compensation Plan, each non-employee director (i) receives an annual cash retainer of $ 30,000, (ii) for service as chair of the Finance and Audit Committee receives an additional annual cash retainer of $ 10,000 and (iii) for service as a member of the Finance and Audit Committee receives an additional annual cash retainer of $ 5,000. These annual cash retainers are payable quarterly at the end of each quarter, beginning with the third quarter of the fiscal year ending December 31, 2013. |
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Directors who are employees of the Company do not receive compensation for their service on the Board. |
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In March 2011, the Company’s Board of Directors adopted a new compensation plan for non-employee directors, effective April 1, 2011. Under the 2011 Outside Director Compensation Plan, each non-employee director receives an annual grant of stock options (Annual Option Grant) on the first trading day of the calendar year with a Black-Scholes value of $ 25,000 and an exercise price equal to the closing price of the Company’s common stock on the date of grant. The Annual Option Grant vests in one tranche on the first anniversary, provided that the recipient director remains on the Board, and expires on the tenth anniversary of the date of grant. In addition, upon the election of a new non-employee director to the Board, such newly elected director receives a Welcome Grant of stock options with a Black-Scholes value of $ 25,000 and an exercise price equal to the closing price of the Company’s common stock on the date of grant. The Welcome Grant vests in three equal tranches on each of the first three anniversaries, provided that the recipient director remains on the Board, and expires on the tenth anniversary of the date of grant. Furthermore, for a non-employee Chairperson of the Board, the value of options covered by the Annual Option Grant and the Welcome Grant shall be twice the amounts mentioned above. For a non-employee Vice-Chairperson of the Board of Directors, the value of options covered by the Annual Option Grant and the Welcome Grant shall be one and a half times the amounts mentioned above. Options granted in accordance with the 2011 Outside Director Compensation Plan will be made under the 2011 Stock Option and Incentive Plan. |
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Prior to April 1, 2011, under the 2007 Outside Director Compensation Plan, each non-employee director received an annual grant of stock options (Annual Option Grant) on the first trading day of the calendar year with a Black-Scholes value of $ 75,000 and an exercise price equal to the closing price of the Company’s common stock on the date of grant. The Annual Option Grant vested in one tranche on the first anniversary, provided that the recipient director remained on the Board, and expired on the tenth anniversary of the date of grant. In addition, upon the election of a new non-employee director, such newly elected director received a Welcome Grant of stock options with a Black-Scholes value of $ 75,000 and an exercise price equal to the closing price of the Company’s common stock on the date of grant. The Welcome Grant vested in three equal tranches on each of the first three anniversaries, provided that the recipient director remained on the Board of Directors and expired on the tenth anniversary of the date of grant. Furthermore, for a non-employee Chairperson of the Board of Directors, the value of options covered by the Annual Option Grant and Welcome Grant were twice the amounts mentioned above. Options granted in accordance with the 2007 Outside Director Compensation Plan were made under the 2001 Incentive Stock Plan. |
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On December 5, 2014, the Company’s Board of Directors declared a special cash dividend of $ .10 per share of common stock. This special cash dividend was paid on January 28, 2015 to stockholders of record as of January 12, 2015. In connection with this special cash dividend, the Compensation Committee of the Company’s Board of Directors approved equitable adjustments to the Company’s outstanding stock options and restricted stock units. |
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On April 23, 2013, the Company’s Board of Directors declared a special cash dividend of $ 1.60 per share of common stock. This special cash dividend was paid on June 4, 2013 to stockholders of record as of May 7, 2013. On December 5, 2013, the Company’s Board of Directors declared a special cash dividend of $ 0.45 per share of common stock. This special cash dividend was paid on December 23, 2013 to stockholders of record as of December 16, 2013. In connection with these two special cash dividends, the Compensation Committee of the Company’s Board of Directors approved equitable adjustments to the Company’s outstanding stock options and restricted stock units. The compensation cost recognized during 2013 relating to these modifications was approximately $4,000. |
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The following is a summary of the activity in the Company’s outstanding Stock Option Plans, which include the 2011 Stock Option and Incentive Plan, the 2001 Incentive Stock Plan, and the 1987 Non-Qualified Stock Option Plan (options in thousands): |
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| | | | | Weighted | | Weighted | | | | |
| | | | | Average | | Average | | | | |
| | | | | Exercise | | Remaining | | Aggregate | |
| | | | | Price Per | | Contractual | | Intrinsic | |
| | Options | | Option | | Term (years) | | Value ($000) | |
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Outstanding at January 1, 2014 | | | 2,125 | | $ | 6.9 | | | | | | | |
Granted at exercise prices which equaled the fair value on the date of grant | | | - | | $ | - | | | | | | | |
Exercised | | | - | | $ | - | | | | | | | |
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| | | | | $ | - | | | | | | | |
Expired and Forfeited | | | -1,606 | | $ | 7.64 | | | | | | | |
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Outstanding at December 31, 2014 | | | 519 | | $ | 4.08 | | | 2.53 | | $ | - | |
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Vested and expected to vest at December 31, 2014 | | | 519 | | $ | 4.08 | | | 2.53 | | $ | - | |
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Exercisable at December 31, 2014 | | | 470 | | $ | 4.51 | | | 2.26 | | $ | - | |
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As of December 31, 2014, there was no unrecognized compensation cost related to unvested options that the Company expects to recognize. |
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The weighted-average grant-date fair value of options granted during the years ended December 31, 2014 and 2013 was $ 0 and $ 1.24, respectively. The total intrinsic value of options exercised during each of the years ended December 31, 2014 and 2013 was $ 0. |
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In the years ended December 31, 2014 and 2013, the Company recorded stock-based compensation of $ 0 and $ 0.1 million, respectively, related to stock options. The Company did not realize a net tax benefit related to stock-based compensation expense. The Company’s policy is to use newly issued shares to satisfy the exercise of stock options. |
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The breakdown of stock-based compensation expense related to stock options by major line caption in the statements of income is shown below (in thousands): |
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| | Year Ended December 31, | | | | | | | |
| | 2014 | | 2013 | | | | | | | |
Research and development | | $ | - | | $ | 5 | | | | | | | |
General and administrative | | | - | | | 75 | | | | | | | |
| | $ | - | | $ | 80 | | | | | | | |
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The Company received no cash from exercises of stock options in either of the years ended for the years ended December 31, 2014 and 2013. |
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The weighted average assumptions used in the Black-Scholes option-pricing model for expected volatility, expected term until exercise and risk-free interest rate are shown in the table below. Expected volatility is based on historical volatility of the Company’s common stock. The expected term of options is estimated based on the Company’s historical exercise pattern. The risk-free interest rate is based on U.S. Treasury yields for securities in effect at the time of grant with terms approximating the expected term until exercise of the option. No dividend payments were factored into the valuations. Forfeiture rates, used for determining the amount of compensation cost to be recognized over the service period, are estimated based on stratified historical data. |
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| | Year Ended December 31, | | | | | | |
| | 2013 | | | | | | |
Expected volatility | | | | | | | 34.3 | % | | | | | |
Expected term (in years) | | | | | | | 4 | % | | | | | |
Risk-free interest rate | | | | | | | 0.8 | % | | | | | |
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