Stockholders' Equity | Note 10—Stockholders’ Equity 2013 Equity Incentive Plan In October 2012, the Company adopted , and the stockholders subsequently approved , the 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan permits the grant of restricted stock, stock options, deferred stock, stock payments or other awards to employees, participating officers, directors, consultants and advisors who are linked directly to increases in shareholder value. The aggregate number of shares available for grant under the 2013 Plan is 1,200,000 . Additional shares may become available in connection with share splits, share dividends or similar transactions. As of August 31, 2015, the Company had not yet made any awards under the 2013 Plan. 2005 Incentive Plan In November 2005, the Company adopted , and the stockholders subsequently approved , the 2005 Incentive Plan (the “2005 Plan”). The 2005 Plan permits the grant of restricted stock, stock options, deferred stock, stock payments or other awards to employees, participating officers, directors, consultants and advisors who are linked directly to increases in shareholder value. The aggregate number of shares available for grant under the 2005 Plan was initially 1,000,000 . Additional shares may become available in connection with share splits, share dividends or similar transactions. As of August 31, 2015, 11,637 shares remained available for future grant under the 2005 Plan. No incentive stock options may be granted under the 2005 Plan afte r November 23, 2015, and the 200 5 Plan will terminate and no other awards may be granted thereunder on the date of the annual meeting of the Board of Directors immediately following such date. 2001 Senior Management Stock Plan and 2001 Non-Employee Director Stock Option Plan In October 2002, the Company adopted, and the stockholders subsequently approved, the 2001 Senior Management Stock Plan and the 2001 Non ‑Employee Director Stock Option Plan (the “2001 Plans”). The 2001 Plans reserved 1,500,000 and 180,000 shares of the Company’s common stock for grants related to the Senior Management Stock Plan and Non ‑Employee Director Stock Option Plan, respectively. Under the terms of the Senior Management Stock Plan, equity awards may be granted in the form of incentive stock options, non ‑qualified stock options and restricted stock. Options granted under the Non ‑Employee Director Stock Option Plan were issued as non ‑qualified stock options. Options granted under the 2001 Plans generally vest over a period ranging from three to five years and expire after ten years. The Company is no longer granting equity awards under the 2001 Plans. Restricted Stock Employees and Executive Management In August 2010, the Board of Directors of the Company approved the fiscal year 2011 Long Term Incentive Plan (“LTIP”) for the executive officers. Th e fiscal 2011 LTIP is an equity- based plan with a grant date of September 1, 2010. In addition to the stock option component described below, the plan contained the following restricted stock components : (a) a performance and service- based restricted stock grant of 32,835 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2013, for which compensation expense was recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time ‑based restricted stock grant of 16,417 shares in the aggregate, and a vesting date of August 31, 2013, for which compensation expense was recognized on a ratable basis over the vesting period. Based on the fiscal year 2011 financial results, 32,835 additional shares of restricted stock (total of 65,670 shares) were earned and granted subsequent to the end of fiscal year 2011 in accordance with the performance measurement criteria. No further performance ‑based measurements apply to this award. In April 2011, the Board of Directors of the Company approved a plan for issuing a time ‑based restricted stock grant of 4,249 shares in the aggregate to certain non ‑executive officer employees, with an issue date of April 30, 2011 and a vesting date of April 30, 2014. Compensation expense was recognized on a ratable basis over the vesting period. In August 2011, the Board of Directors of the Company approved the fiscal year 2012 LTIP for the executive officers. The fiscal 2012 LTIP is an equity based plan with a grant date of September 1, 2011. In addition to the stock option component described below, the plan contained the following restricted stock components: (a) a performance and service based restricted stock grant of 33,798 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2014, for which compensation expense was recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time ‑based restricted stock grant of 16,899 shares in the aggregate, and a vesting date of August 31, 2014, for which compensation expense was recognized on a ratable basis over the vesting period. Based on the fiscal year 2012 financial results, 33,798 additional shares of restricted stock (total of 67,596 shares) were earned and granted subsequent to the end of fiscal year 2012 in accordance with the performance measurement criteria. No further performance ‑based measurements apply to this award. In August 2011, the Board of Directors of the Company approved a plan for issuing a time ‑based restricted stock grant of 5,037 shares in the aggregate to certain non ‑executive officer employees, with an issue date of September 1, 2011 and a vesting date of August 31, 2014. Compensation expense was recognized on a ratable basis over the vesting period. In December 2011, restricted stock in the amount of 1,887 shares related to the April 2011 grant was forfeited in conjunction with the termination of employment of a non ‑executive officer of the Company. In March 2012, the Board of Directors of the Company approved a plan for issuing a time ‑based restricted stock grant of 1,368 shares to a non ‑ executive officer employee, with an issue date of March 8, 2012 and a vesting date of August 31, 2012. Compensation expense was recognized on a ratable basis over the vesting period. In October 2012, the Board of Directors of the Company approved the fiscal year 2013 LTIP for the executive officers and other members of management. The 2013 LTIP is an equity based plan with a grant date of October 22, 2012. In addition to the stock option component described below, the plan contained the following restricted stock components: (a) a performance and service based restricted stock grant of 11,861 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2015 , for which compensation expense wa s recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time ‑based restricted stock grant of 16,505 and 1,931 shares in the aggregate, with vesting date s of August 31, 2015 and August 31, 2013, respectively, for which compensation expense was recognized on a ratable basis over the vesting period. Based on the fiscal year 2013 financial results, 11,861 additional shares of restricted stock (total of 23,722 shares) were earned and granted subsequent to the end of fiscal year 2013 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. In September 2013, the Board of Directors of the Company approved the fiscal year 2014 LTIP for the executive officers and other members of management. The 2014 LTIP is an equity based plan with a grant date of September 1, 2013. In addition to the stock option component described below, the plan contained the following restricted stock components: (a) performance and service-based restricted stock grant of 7,529 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2016, for which compensation expense is recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time-based restricted stock grant of 8,323 and 1,040 shares in the aggregate, with vesting dates of August 31, 2016 and August 31, 2014, respectively, for which compensation expense is recognized on a ratable basis over the vesting period. Based on the fiscal year 2014 financial results, 5,485 additional shares of restricted stock (total of 13,014 shares) were earned and granted subsequent to the end of fiscal year 2014 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. In August 2014, the Board of Directors of the Company approved the fiscal year 2015 LTIP for the executive officers and other members of management. The 2015 LTIP is an equity-based plan with a grant date of September 1, 2014. In addition to the stock option component described below, the plan contains the following restricted stock components: (a) a performance and service- based restricted stock grant of 6,993 shares in the aggregate, subject to adjustment based on fiscal 2015 results, with a ves ting date of August 31, 2017, for which c ompensation expense is recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) time-based restricted stock grant o f 7,005 and 1,127 s hares (total of 8,132 shares) in the aggregate, with vesting date s of August 31, 2017 and September 1, 2014, respectively . Compensation expense is being recognized on a ratable basis over the vesting period. During the third quarter of fiscal 2015, an additional 16,000 restricted shares were issued to non-executive members of management; 15,000 with a vesting date of April 16, 2020 and 1,000 with a vesting date of January 31, 2018. Compensation expense is being recognized on a ratable basis over the vesting period. Non-Employee Board of Directors In February 2012, as part of their standard compensation for board service, non-employee members of the Board received a total grant of 10,085 shares of restricted stock for service for the period from January 31, 2012 through January 31, 2013. The shares of restricted stock vested at the conclusion of the service period. Compensation expense was recognized on a ratable basis over the twelve -m onth vesting period. In February 2013, as part of their standard compensation for board service, non ‑employee members of the Board received a total grant of 7,706 shares of restricted stock for service for the period from January 31, 2013 through January 31, 2014. The shares of restricted stock vested at the conclusion of this service period. Compensation expense was recognized on a ratable basis over the twelve- month vesting period. In February 2014, as part of their standard compensation for board service, non-employee members of the Board received a total grant of 4,878 shares of restricted stock for service for the period from January 31, 2014 through January 31, 2015. The shares of restricted stock vested at the conclusion of this service period. Compensation expense was recognized on a ratable basis over the twelve- month vesting period. In February 2015, as part of their standard compensation for board service , non-employee members of the Board receive d a total grant of 5,361 shares of restricted stock for service for the period from January 31, 2015 through January 31, 2016. The shares of restricted stock vest one year from the dat e of grant, the conclusion of this service period. Compensation expense is recognized on a ratable basis over the twelve -month vesting period. Stock Options In March 2012, the Board of Directors of the Company authorized a grant of stock options to a non ‑executive officer employee to purchase 6,630 shares of common stock with an exercise price of $14.62 per share. The options vest ed in three equal annual allotments ending on March 8, 2015. The options will expire on March 8, 2022. Compensation expense was recognized over the period of the award on an annual basis consistent with the vesting terms. In October 2012, the Board of Directors of the Company approved the fiscal year 2013 LTIP for the executive officers and other members of management. The 2013 LTIP is an equity based plan with a grant date of October 22, 2012 and included options to purchase 43,964 shares of common stock in the aggregate with an exercise price of $16.00 per share. The options vest ed in three equal annual allotments ending on August 31, 2015. The options will expire on October 22, 2022. Compensation expense was recognized over the period of the award on an annual basis consistent with the vesting terms. In September 2013, the Board of Directors of the Company approved the fiscal year 2014 LTIP for the executive officers and other members of management. The 2014 LTIP is an equity-based plan with a grant date of September 1, 2013 and included options to purchase 25,969 shares of common stock in the aggregate with an exercise price of $29.72 per share. The options vest in three equal annual allotments beginning on August 31, 2014 and ending on August 31, 2016. The options will expire on August 31, 2023. Compensation expense is recognized over the period of the award on an annual basis consistent with the vesting terms. In August 2014, the Board of Directors of the Company approved the fiscal year 2015 LTIP for the executive officers and other members of management. The 2015 LTIP is an equity-based plan with a grant date of September 1, 2014 and included options to purchase 22,750 shares of common stock in the aggregate with an exercise price of $35.50 per share. The options vest in three equal annual installments beginning on August 31, 2015 and ending on August 31, 2017. Of the options granted, 7,438 will expire on August 31, 2024 and 15,312 will expire on September 1, 2024. Compensation expense is recognized over the period of the award on an annual basis consistent with the vesting terms. The following table summarizes information about stock options outstanding as of August 31, 2015: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Avg. Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Number Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value $ 4.0 $ $ $ $ $ 5.0 $ $ $ $ $ 6.0 $ $ $ $ $ 6.5 $ $ $ $ $ 7.1 $ $ $ $ $ 3.1 $ $ $ $ $ 8.0 $ $ $ $ $ 9.0 $ $ $ $ 5.4 $ $ $ $ All stock option plans have been approved by the Company’s stockholders. Options are granted with an exercise price that is equal to the closing market value of the Company’s common stock on the day preceding the grant date. A summary of the transactions of the Company’s stock option plans for the years ended August 31, 2015, 2014 and 2013 is presented below: Officers and Employees Weighted Average Exercise Price Options outstanding at August 31, 2012 $ Granted $ Exercised Forfeited or cancelled — $ Options outstanding at August 31, 2013 $ Granted $ Exercised $ Forfeited or cancelled — Options outstanding at August 31, 2014 $ Granted $ Exercised $ Forfeited or cancelled Options outstanding at August 31, 2015 $ Options exercisable at August 31, 2015 $ The weighted average grant date fair value of options granted in the years ended August 31, 2015, 2014 and 2013 was $12.10 , $10.52 and $4.23 per share, respectively. The total pretax intrinsic value of stock options exercised was $3,972 , $2,153 and $678 for the years ended August 31, 2015, 2014, and 2013, respectively. Excluding the common stock currently reserved for issuance upon exercise of the 313,389 outstanding options, there are 1,211,637 shares of common stock available for future issuance under the Company’s equity compensation plans. This number includes 11,637 shares remaining under the 2005 Incentive Plan, which by its terms is scheduled to terminate on the date of the annual meeting of the Board of Directors immediately following November 23, 2015. Based on historic experience, management estimates all outstanding stock options will vest. The income tax benefit realized from stock options exercised, vesting of restricted stock and issuance of stock pursuant to grants of restricted stock units was $1,131 , $1,324 and $622 for the years ended August 31, 2015, 2014 and 2013, respectively. As of August 31, 2015, unrecogniz ed expense related to all stock- base d compensation described above wa s $1,524 (including $1,390 for restricted stock and $134 for stock options), which will be recognized over the next five fiscal years. |