Stock Options and Stock-based Employee Compensation | 3. Stock Options and Stock-based Employee Compensation Below is a summary of common stock options outstanding at December 31, 2015: Authorized Shares Options Outstanding Options Vested Available for Grant Employee and Director Stock Option Plans: 2001 Stock Option Plan 2,525,000 11,400 11,400 — 2001 Employee Stock Option Plan 300,000 4,020 4,020 — 2004 Stock Option Plan 5,000,000 1,258,069 1,258,069 — 2006 Director’s Stock Option Plan 1,100,000 209,500 209,500 — 2012 Incentive Plan 6,300,000 291,563 153,249 3,751,308 Total 15,225,000 1,774,552 1,636,238 3,751,308 Under all of our stock option plans, new shares are issued when options are exercised. Employee and Director Stock Option Plans We have non-qualified stock options outstanding to employees and directors under various stock option plans. The plans require the exercise price of options granted under these plans to equal or exceed the fair market value of the Company’s common stock on the date of grant. The options, subject to termination of employment, generally expire ten years from the date of grant. Historically, our employee options typically vested pro-rata and quarterly over three years. Option grants to employees, officers and directors frequently contain accelerated vesting provisions upon the occurrence of a change of control, as defined in the applicable option agreements. Under the terms of the 2012 Incentive Plan adopted by the Company’s Board of Directors on April 13, 2012 (the “2012 Plan”), 2,700,000 shares are available for issuance, plus a number of additional shares (not to exceed 1,327,000) underlying options outstanding under certain of the Company’s prior equity plans that thereafter terminate or expire unexercised, or are cancelled, forfeited, or lapse for any reason. Our shareholders approved an Amended and Restated 2012 Incentive Plan during our annual meeting held June 24, 2015, increasing the number of shares available for grant by 3,600,000. Awards issued under the 2012 Plan typically vest pro-rata and quarterly over four years. Accounting Treatment We use the straight-line amortization method for recognizing stock option compensation costs. Our share-based awards include stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance units (“PUs”). For the twelve months ended December 31, 2015, 2014, and 2013, respectively, the total stock-based compensation expense resulting from stock options, RSAs, RSUs, and PUs was recorded to the following line items of our consolidated statements of income: Year Ended December 31, (In thousands) 2015 2014 2013 Cost of revenue $ 182 $ 180 $ 172 Research and development expenses 242 237 212 Selling, general and administrative expenses 1,749 1,264 1,327 Stock-based compensation expense $ 2,173 $ 1,681 $ 1,711 Our 2015 stock-based compensation expense includes $540 thousand related to the accelerated vesting of awards related to our CEO departure. A deferred tax asset of $625 thousand, $462 thousand and $483 thousand, resulting from stock-based compensation expense associated with awards relating to the Company’s U.S. operations, was recorded for the twelve months ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2015, there was $2.1 million of total unrecognized stock-based compensation related to non-vested share-based compensation awards granted under the stock option plans. This cost is expected to be recognized over a weighted average period of 1.5 years. We used the Black-Scholes Option Pricing Model (“BSOPM”) to determine the fair value of option grants made during 2013. No options were granted in 2014 or 2015. On January 1, 2006, we elected to use the “simplified” method to calculate the estimated life of options granted to employees. The Company continued to use the “simplified” method for all options granted through 2013. The Company has elected to use the “historical” method to calculate the estimated life of any options that may be granted in the future. The expected stock price volatility was calculated by averaging the historical volatility of the Company’s common stock over a term equal to the expected life of the options. The following weighted average assumptions were applied in determining the fair value of options granted during the respective periods: Year Ended December 31, 2015 2014 2013 Risk-free interest rate — — 1.05 % Expected option life (years) — — 5.8 Expected stock price volatility — — 69 % Expected dividend yield — — — Fair value of options granted — — $ 1.99 The assumptions used in the BSOPM valuation are critical as a change in any given factor could have a material impact on the financial results of the Company. The weighted average grant-date fair value of awards of restricted stock and RSU’s is based on quoted market price of the Company’s common stock on the date of grant. Stock Option Activity There were 2,668,928 stock options exercised for the twelve months ended December 31, 2015. As a result of these stock option exercises, there was $19 thousand in excess tax benefits recorded in 2015. For the comparative period in 2014, there were 407,829 stock option exercises. The following is a summary of all stock option transactions for the three years ended December 31, 2015: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Yrs) Outstanding at January 1, 2013 7,684,776 $ 4.28 Granted at market price 150,000 $ 3.27 Cancelled or expired (247,139 ) $ 5.15 Exercised (839,263 ) $ 2.03 Outstanding at December 31, 2013 6,748,374 $ 4.50 Granted at market price — — Cancelled or expired (1,850,036 ) $ 7.71 Exercised (407,829 ) $ 1.83 Outstanding at December 31, 2014 4,490,509 $ 3.42 Granted at market price — — Cancelled or expired (47,029 ) $ 4.69 Exercised (2,668,928 ) $ 3.25 Outstanding at December 31, 2015 1,774,552 $ 3.65 3.41 Options exercisable at December 31, 2015 1,636,238 $ 3.73 3.13 At December 31, 2015, all 1,774,552 options outstanding and all 1,636,238 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $2.5 million and $2.2 million, respectively. At December 31, 2014, we had 2,207,201 options outstanding and 1,852,423 options exercisable in which the exercise price was lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $2.4 million and $2.1 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2015 and 2014, was $4.4 million and $716 thousand, respectively. Summarized information about stock options outstanding at December 31, 2015, is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $1.11 - $1.99 204,050 2.15 $ 1.41 204,050 $ 1.41 $2.00 - $3.49 567,142 5.61 $ 2.59 428,828 $ 2.54 $3.50 - $4.99 1,003,360 2.37 $ 4.71 1,003,360 $ 4.71 1,774,552 3.41 $ 3.65 1,636,238 $ 3.73 There were 4,135,731 and 5,908,498 exercisable options at December 31, 2014 and 2013, respectively. Restricted Stock Activity The following is a summary of all restricted stock activity during the three years ended December 31, 2015: Restricted Shares Weighted Average Fair Value Non-vested at January 1, 2013 351,000 $ 2.49 Granted at market price 385,000 $ 3.45 Vested (87,750 ) $ 2.49 Cancelled — — Non-vested restricted stock at December 31, 2013 648,250 $ 3.06 Granted at market price 140,000 $ 4.66 Vested (184,000 ) $ 2.99 Cancelled — — Non-vested restricted stock at December 31, 2014 604,250 $ 3.45 Granted at market price 100,000 $ 5.18 Vested (240,750 ) $ 3.35 Cancelled (40,250 ) $ 3.57 Non-vested restricted stock at December 31, 2015 423,250 $ 3.91 As a result of these vesting RSA’s $84 thousand in excess tax benefits was recorded in 2015. Restricted Stock Unit Activity The following is a summary of all RSU activity during the three years ended December 31, 2015: Restricted Stock Units Weighted Average Fair Value Non-vested at January 1, 2013 113,000 $ 2.49 Granted at market price 95,000 $ 3.45 Vested (28,250 ) $ 2.49 Cancelled — — Non-vested restricted stock units at December 31, 2013 179,750 $ 3.00 Granted at market price 55,000 $ 4.66 Vested (52,000 ) $ 2.93 Cancelled — — Non-vested restricted stock units at December 31, 2014 182,750 $ 3.52 Granted at market price 215,000 $ 3.88 Vested (65,750 ) $ 3.29 Cancelled (32,500 ) $ 3.88 Non-vested restricted stock units at December 31, 2015 299,500 $ 3.79 Performance Unit Activity The following is a summary of all PU activity during the two years ended December 31, 2015: Restricted Stock Units Weighted Average Fair Value Non-vested at January 1, 2014 — — Granted at market price 100,000 $ 4.66 Vested — — Forfeited (100,000 ) $ 4.66 Non-vested restricted stock units at December 31, 2014 — — Granted at market price 215,000 $ 3.88 Vested — — Forfeited (32,500 ) $ 3.88 Non-vested restricted stock units at December 31, 2015 182,500 $ 3.88 In February 2016 the Compensation Committee of our board of directors approved the achievement of certain 2015 performance metrics, resulting in the vesting of 27,428 PUs during the first quarter 2016. An additional 10,350 PU’s vested in the first quarter 2016 related to our CEO separation. The weighted average grant-date fair value of awards of restricted stock and RSUs (collectively “restricted stock”) and PUs is based on the quoted market price of the Company’s common stock on the date of grant. |