Stock-Based Compensation and Employee Benefit Plans | 3. STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS Vicor currently grants options for the purchase of common stock (i.e., “stock options”) under the following equity compensation plans that are stockholder-approved: Amended and Restated 2000 Stock Option and Incentive Plan (the “2000 Plan”) Picor Corporation (“Picor”), a privately held, majority-owned subsidiary of Vicor, currently grants stock options under the following equity compensation plan that has been approved by its Board of Directors: 2001 Stock Option and Incentive Plan, as amended (the “2001 Picor Plan”) VI Chip Corporation (“VI Chip”), a privately held, majority-owned subsidiary of Vicor, currently grants stock options under the following equity compensation plan that has been approved by its Board of Directors: 2007 Stock Option and Incentive Plan, as amended (the “2007 VI Chip Plan”) All time-based (i.e., non-performance-based) options for the purchase of Vicor common stock are granted at an exercise price equal to or greater than the market price for Vicor common stock at the date of the grant. All time-based (i.e., non-performance-based) options for the purchase of VI Chip or Picor common stock are granted at an exercise price equal to or greater than the estimated fair market value of the respective share price, based on a value calculated using a discounted cash flow model at the date of grant consistent with the requirements of Section 409A of the Internal Revenue Code. On May 17, 2013, the Company commenced an Offer to Exchange (the “Exchange Offer”) to its employees and directors to voluntarily exchange certain outstanding options to purchase shares of the Company’s common stock granted under the 2000 Plan, on a one-for-one basis, for replacement options to purchase shares of common stock, also to be granted under the Company’s 2000 Plan (the “Option Exchange”). All outstanding options under the 2000 Plan granted to employees and directors prior to January 1, 2013, whether or not vested, were eligible for the Option Exchange (“Eligible Options”). Eligible Options included those options with time-based vesting provisions (“Time-Based Eligible Options”) and those options with performance-based vesting provisions tied to the achievement of certain quarterly revenue targets by the Company’s Brick Business Unit (the “BBU”) (“Performance-Based Eligible Options”). Options for the purchase of shares of common stock of the Company’s subsidiaries, VI Chip and Picor, were not eligible for the Option Exchange. Pursuant to the Exchange Offer, which expired June 17, 2013 (the “Offer Expiration Date”), 638 eligible participants tendered, and the Company accepted for exchange, options to purchase an aggregate of 1,531,077 shares of the Company’s common stock, representing approximately 91% of Eligible Options. Upon acceptance, the tendered options were cancelled, and the Company granted an equivalent number of new options (the “Replacement Options”) under the 2000 Plan. All Replacement Options vest over five years, have a 10 year term, and have terms substantially similar to other time-based vesting options awarded under the 2000 Plan. Replacement Options granted in exchange for Time-Based Eligible Options have an exercise price equal to $6.29 (being 120% of the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date). Replacement Options granted in exchange for Performance-Based Eligible Options have an exercise price equal to (i) $6.29 (being 120% of the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date) with respect to Replacement Options that vest on or prior to the first anniversary of the Offer Expiration Date; (ii) $7.34 (being 140% of the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date) with respect to Replacement Options that vest after the first anniversary of the Offer Expiration Date but on or prior to the second anniversary of the Offer Expiration Date; (iii) $8.38 (being 160% of the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date) with respect to Replacement Options that vest after the second anniversary of the Offer Expiration Date but on or prior to the third anniversary of the Offer Expiration Date; (iv) $9.43 (being 180% of the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date) with respect to Replacement Options that vest after the third anniversary of the Offer Expiration Date but on or prior to the fourth anniversary of the Offer Expiration Date; and (v) $10.48 (being 200% of the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date) with respect to Replacement Options that vest after the fourth anniversary of the Offer Expiration Date. For financial reporting purposes, the exchange of Time-Based Eligible Options for Replacement Options was considered a modification of both the exercise price and the vesting terms of the cancelled options. The accounting for these modifications resulted in total incremental expense of approximately $365,000, which, combined with the remaining unrecognized expense from the original grant date value of approximately $318,000, is being recognized over the associated service period (i.e., the five year vesting period) for each new vesting tranche. Because the Company had not previously recorded stock-based compensation expense for the Performance-Based Eligible Options, as the Company determined it was not probable the Brick Business Unit would meet the revenue targets required to trigger vesting of such options, the exchange of Replacement Options for Performance-Based Eligible Options has been accounted for as the grant of new options as of June 17, 2013, the Offer Expiration Date. As referenced above, because these Replacement Options have five different exercise prices (i.e., an increasing exercise price for each of the five different vesting periods, each with a different term to expiration), the value of such Replacement Options, calculated using the Black-Scholes methodology, was based on the assumption each vesting tranche represented a distinct instrument. The resulting total expense of approximately $2,300,000 will be recognized over the associated service period for each vesting tranche, as if the grant were, in substance, five grants of distinct instruments with different exercise prices and different, sequentially shorter, terms to expiration. The unrecognized compensation expense for these Replacement Options was approximately $370,000 as of December 31, 2015. Under the retirement provisions of the 2000 Plan and the option agreements applicable to the Replacement Options, the Company records all stock-based compensation expense for an option grant by the earlier of (a) the end of the associated service period (i.e., the vesting period) or (b) by age 62.5 of the employee or director to whom the options were awarded. Because of the age of certain recipient employees and directors, a number of Replacement Options granted were subject to immediate recognition of the associated total stock-based compensation expense. Accordingly, as a result of the Option Exchange, the Company recorded stock-based compensation expense during the second quarter of 2013 of approximately $625,000, of which approximately $450,000 was the result of immediate expense recognition due to the age of the recipient employee or director. Separate from the Option Exchange, on May 14, 2013, the Company awarded options to purchase, at an exercise price of $5.35 per share, an aggregate of 150,000 shares of common stock, under the 2000 Plan, to certain officers. In addition, on June 21, 2013, the Company awarded options to purchase, at an exercise price of $5.67 per share, an aggregate of 70,552 shares of common stock, under the 2000 Plan, to directors as a component of their annual compensation. The total stock-based compensation expense recognized during the second quarter of 2013 for these awards was approximately $208,000, of which approximately $190,000 was the result of immediate expense recognition due to the age of the recipient officer or director. During the third quarter of 2010, the Company granted an aggregate of 1,243,750 Performance-Based Eligible Options. Based on the final results of the Option Exchange, a total of 44,500 of these Performance-Based Eligible Options remain outstanding as of December 31, 2015. Under the accounting rules for performance-based awards, the Company is required to assess, on an ongoing basis, the probability of whether the performance criteria will be achieved. If and when achievement is deemed probable, the Company will begin to recognize the associated compensation expense for the remaining stock options over the relevant performance period. As of December 31, 2015, the Company determined it was not probable the revenue targets would be achieved and, accordingly, has not recorded any compensation expense relating to these options since the grant date. The unrecognized compensation expense of these performance-based options was approximately $279,000 as of December 31, 2015. On December 31, 2010, the Company granted 2,984,250 non-qualified stock options under the 2007 VI Chip Plan with performance-based vesting provisions tied to achievement of certain margin targets by VI Chip Corporation. As of December 31, 2010, the Company determined it was probable the margin targets would be achieved and, accordingly, began recording stock-based compensation expense relating to these options beginning January 1, 2011. This determination remains the same as of December 31, 2015 and, accordingly, expense has been recorded through that date. The unrecognized compensation expense for these performance-based options was approximately $485,000 as of December 31, 2015. During the fourth quarter of 2014, the Company, in effect, cancelled certain stock options previously awarded to three corporate officers in 2013 and awarded to those officers new stock options representing an equivalent value, as calculated using the Black-Scholes option-pricing model. Subsequent to the 2013 awards, the Company determined those grants exceeded the limit on the number of stock options that may be granted to an individual in a year, according to the terms of the 2000 Plan. In connection with this action, recorded for financial reporting purposes as a modification of existing options, a total of 129,028 stock options awarded in 2013 were cancelled and a total of 150,355 new stock options were awarded. The cancellation of the 2013 stock options and the award of new stock options did not have a material impact on the Company’s results of operations. Stock-based compensation expense for the years ended December 31 was as follows (in thousands): 2015 2014 2013 Cost of revenues $ 230 $ 183 $ 163 Selling, general and administrative 1,246 1,176 1,942 Research and development 306 275 345 Total stock-based compensation $ 1,782 $ 1,634 $ 2,450 The decrease in stock-based compensation expense in 2015 and 2014 compared to 2013 were primarily due to the Offer to Exchange, described above. The fair value for options awarded for the years shown below was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Non Performance- based Stock Options Vicor: 2015 2014 2013 Risk-free interest rate 2.0 % 2.2 % 1.2 % Expected dividend yield — — — Expected volatility 51 % 52 % 39 % Expected lives (years) 7.2 6.6 4.9 VI Chip: 2015 2014 2013 Risk-free interest rate 2.1 % 2.3 % 1.6 % Expected dividend yield — — — Expected volatility 37 % 41 % 48 % Expected lives (years) 6.5 6.5 6.5 Picor: 2015 2014 2013 Risk-free interest rate 1.9 % 2.2 % 1.2 % Expected dividend yield — — — Expected volatility 41 % 42 % 49 % Expected lives (years) 6.5 6.5 6.5 Risk-free interest rate: Vicor Picor and VI Chip Expected dividend yield: Vicor Picor and VI Chip Expected volatility: Vicor Picor VI Chip Expected term: Vicor Picor and VI Chip Forfeiture rate: The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. The forfeiture analysis is re-evaluated quarterly and the forfeiture rate is adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that vest. Vicor Picor VI Chip Vicor Stock Options A summary of the activity under Vicor’s stock option plans as of December 31, 2015 and changes during the year then ended, is presented below (in thousands except for share and weighted-average data): Options Weighted- Weighted- Aggregate Outstanding on December 31, 2014 1,895,675 $ 8.07 Granted 194,561 $ 12.51 Forfeited and expired (117,085 ) $ 9.30 Exercised (125,084 ) $ 6.44 Outstanding on December 31, 2015 1,848,067 $ 8.57 7.64 $ 2,637 Exercisable on December 31, 2015 565,861 $ 7.24 7.25 $ 1,269 Vested or expected to vest as of December 31, 2015 (1) 1,778,075 $ 8.51 7.64 $ 2,580 (1) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. The number of options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. As of December 31, 2014 and 2013, the Company had options exercisable for 306,173 and 54,284 shares respectively, for which the weighted average exercise prices were $6.90 and $9.72, respectively. During the years ended December 31, 2015, 2014, and 2013 under all plans, the total intrinsic value of Vicor options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was $928,000, $751,000, and $15,000, respectively. The total amount of cash received by the Company from options exercised in 2015, 2014, and 2013, was $805,000, $788,000, and $13,000, respectively. The total grant-date fair value of stock options that vested during the years ended December 31, 2015, 2014, and 2013 was approximately $1,194,000, $1,096,000, and $489,000, respectively. As of December 31, 2015, there was $1,393,000 of total unrecognized compensation cost related to unvested non-performance based awards for Vicor. That cost is expected to be recognized over a weighted-average period of 1.8 years for those awards. The expense will be recognized as follows: $726,000 in 2016, $397,000 in 2017, $186,000 in 2018, $71,000 in 2019, and $13,000 in 2020. The weighted-average fair value of Vicor options granted was $6.76, $5.50, and $1.90, in 2015, 2014, and 2013, respectively. Picor Stock Options A summary of the activity under the 2001 Picor Plan as of December 31, 2015 and changes during the year then ended, is presented below (in thousands except for share and weighted-average data): Options Weighted- Weighted- Aggregate Outstanding on December 31, 2014 9,870,067 $ 0.62 Granted 82,000 $ 1.09 Forfeited and expired (8,000 ) $ 0.75 Exercised (219,000 ) $ 0.76 Outstanding on December 31, 2015 9,725,067 $ 0.62 5.01 $ 4,520 Exercisable on December 31, 2015 8,053,490 $ 0.64 4.48 $ 3,594 Vested or expected to vest as of December 31, 2015 (1) 9,668,334 $ 0.62 4.99 $ 4,488 (1) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. As of December 31, 2014 and 2013, Picor had options exercisable for 6,643,377 and 5,869,044 shares, respectively, for which the weighted average exercise prices were $0.67 and $0.69, respectively. During the years ended December 31, 2015, and 2013, the total intrinsic value of Picor options exercised was $72,000 and $146,000, respectively. There were no Picor options exercised in 2014. The total amounts of cash received by Picor from options exercised in 2015 and 2013 was $14,000 in both years. The total grant-date fair value of stock options vesting during the years ended December 31, 2015, 2014, and 2013 was approximately $39,000, $0, and $398,000, respectively. As of December 31, 2015, there was $307,000 of total unrecognized compensation cost related to unvested share-based awards for Picor. That cost is expected to be recognized over a weighted-average period of 2.6 years for all Picor awards. The expense will be recognized as follows: $148,000 in 2016, $86,000 in 2017, $51,000 in 2018, $19,000 in 2019, and $3,000 in 2020. The weighted-average fair value of Picor options granted was $0.48 in 2015, $0.19 in 2014, and $0.31 in 2013. VI Chip Stock Options A summary of the activity under the 2007 VI Chip Plan as of December 31, 2015 and changes during the year then ended, is presented below (in thousands except for share and weighted-average data): Options Weighted- Weighted- Aggregate Outstanding on December 31, 2014 10,715,000 $ 1.00 Granted 82,500 $ 1.00 Forfeited and expired (699,000 ) $ 1.00 Exercised (1,000 ) $ 1.00 Outstanding on December 31, 2015 (1) 10,097,500 $ 1.00 2.87 $ — Exercisable on December 31, 2015 7,042,600 $ 1.00 1.75 $ — Vested or expected to vest as of December 31, 2015 (2) 9,821,129 $ 1.00 2.80 $ — (1) Of the total VI Chip options outstanding on December 31, 2015, 5,500,000 options had been granted to Dr. Vinciarelli, the Company’s Chief Executive Officer. (2) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. As of December 31, 2014 and 2013, VI Chip had options exercisable for 7,377,950 and 7,267,600 shares, respectively, for which the weighted average exercise price was $1.00. The total intrinsic value of VI Chip options exercised in 2015 was zero. The total amount of cash received by VI Chip from options exercised in 2015 was $1,000. There were no VI Chip options exercised in 2014 and 2013. As of December 31, 2015, there was $589,000 of total unrecognized compensation cost related to unvested share-based awards for VI Chip. That cost is expected to be recognized over a weighted-average period of 3.0 years for all VI Chip awards. The expense will be recognized as follows: $192,000 in 2016, $178,000 in 2017, $150,000 in 2018, and $69,000 in 2019. The weighted-average fair value of VI Chip options granted was $0.01, $0.02, and $0.29 in 2015, 2014, and 2013, respectively. 401(k) Plan The Company sponsors a savings plan available to all domestic employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan in amounts representing from 1% to 80% of their pre-tax salary, subject to statutory limitations. The Company matches employee contributions to the plan at a rate of 50%, up to the first 3% of an employee’s compensation. The Company’s matching contributions currently vest at a rate of 20% per year, based upon years of service. The Company’s contributions to the plan were approximately $854,000, $877,000, and $825,000 in 2015, 2014, and 2013, respectively. Stock Bonus Plan Under the Company’s 1985 Stock Bonus Plan, as amended, shares of Common Stock may be awarded to employees from time to time as determined by the Board of Directors. On December 31, 2015, 109,964 shares were available for further award. All shares awarded to employees under this plan have vested. No further awards are contemplated under this plan at the present time. |