Stock-Based Compensation | Note 10. Stock-Based Compensation Restricted Stock Plan On February 23, 2009, the Company adopted a restricted stock plan that reserved 400,000 shares of common stock for issuance. Grants of restricted stock are grants of shares of the Company’s common stock subject to transfer restrictions, which vest in accordance with the terms and conditions established by the Compensation Committee. The Compensation Committee may set vesting requirements based on the achievement of specific performance goals or the passage of time. After November 24, 2015, the Company is no longer granting awards from this plan. Restricted shares are subject to forfeiture if employment or service terminates prior to the vesting date or if any applicable performance goals are not met. The Company will assess, on an ongoing basis, the probability of whether the performance criteria will be achieved. The Company will recognize compensation expense over the performance period if it is deemed probable that the goals will be achieved. The fair value of the Company’s restricted stock is determined based upon the closing price of the Company’s common stock on the grant date. The plan provides for the adjustment of the number of shares covered by an outstanding grant and the maximum number of shares for which restricted stock may be granted in the event of a stock split, extraordinary dividend or distribution or similar recapitalization event. On November 24, 2015, the Company granted 54,210 shares of restricted stock to certain key employees and non-employee directors. The time-based shares of restricted stock granted to employees will vest on the third anniversary of their grant date if the recipient is still an employee of the Company on such date. The performance-based shares will vest in equal installments on the first , second and third anniversaries of their grant date provided that (a) the recipient is still an employee of the Company on such date and (b) the Company has met annual net income performance goals set by the Company’s Compensation Committee, provided that, if the Company has exceeded a total net income performance goal for the three year period, restricted shares that did not vest due to the Company’s failure to meet the annual net income performance goals will vest at the end of such three year period. The shares of restricted stock granted to non-employee directors will vest on the earlier of (a) the first anniversary of the date of grant or (b) the failure of such non-employee director to be re-elected at an annual meeting of the stockholders of the Company as a result of such non-employee director being excluded from the nominations for any reason other than cause. The fair value of the grants was $37.75 per share, the closing price of the Company’s common stock on the trading day immediately preceding the day of the applicable grant. The following table summarizes the activity under the restricted stock plan for the nine months ended June 30, 2016: Weighted Average Fair Number of Value At Shares Grant Date Unvested at September 30, 2015 $ Granted $ Forfeited / Canceled $ Vested $ Unvested at June 30, 2016 $ Expected to vest $ Compensation expense related to restricted stock for the three months ended June 30, 2015 and 2016 was $442 and $411 , respectively and for the nine months ended June 30, 2015 and 2016 was $1,211 and $1,045 , respectively. The remaining unrecognized compensation expense related to restricted stock at June 30, 2016 was $2, 006 , to be recognized over a weighted average period of 0.73 years. During the first quarter of fiscal 2016, the Company repurchased 7,661 shares of stock from employees at an average purchase price of $37.72 to satisfy required withholding taxes upon vesting of restricted stock-based compensation. Stock Option Plans The Company has two stock option plans that authorize the granting of non-qualified stock options to certain key employees and non-employee directors for the purchase of a maximum of 1,500,000 shares of the Company’s common stock. The first option plan was adopted in August 2004 and provides for the grant of options to purchase up to 1,000,000 shares of the Company’s common stock. In January 2007, the Company’s Board of Directors adopted a second option plan that provides for options to purchase up to 500,000 shares of the Company’s common stock. Each plan provides for the adjustment of the maximum number of shares for which options may be granted in the event of a stock split, extraordinary dividend or distribution or similar recapitalization event. Unless the Compensation Committee determines otherwise, options granted under the option plans are exercisable for a period of ten years from the date of grant and vest 33 1 / 3 % per year over three years from the grant date. The amount of compensation cost recognized in the financial statements is measured based upon the grant date fair value. After November 24, 2015, the Company is no longer granting awards from these plans. The fair value of option grants is estimated as of the date of the grant . The Company has elected to use the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected life, risk-free interest rates, expected forfeitures and dividend yields. The volatility is based on historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the stock option granted. The Company uses historical volatility because management believes such volatility is representative of prospective trends. The expected term of an award is based on historical exercise data. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the awards. The expected forfeiture rate is based upon historical experience. The dividend yield assumption is based on the Company’s history and expectations regarding dividend payouts at the time of the grant. Valuation of future grants under the Black-Scholes model will include a dividend yield. The following assumptions were used for grants in the first quarter of fiscal 2016: Fair Dividend Risk-free Expected Expected Grant Date Value Yield Interest Rate Volatility Life November 24, 2015 $ % % % years On November 24, 2015, the Company granted 79,800 options at an exercise price of $37.75 , the fair market value of the Company’s common stock the day of the grant. During the first nine months of fiscal 2016, 10,000 options were exercised. The stock-based employee compensation expense for stock options for the three months ended June 30, 2015 and 2016 was $136 and $127 , respectively and for the nine months ended June 30, 2015 and 2016 was $ 398 and $ 387 , respectively. The remaining unrecognized compensation expense at June 30, 2016 was $ 891 to be recognized over a weighted average vesting period of 1.34 years. The following tables summarize the activity under the stock option plans for the nine months ended June 30, 2016 and provide information regarding outstanding stock options: Weighted Aggregate Weighted Average Intrinsic Average Remaining Number of Value Exercise Contractual Shares (000s) Prices Life Outstanding at September 30, 2015 $ Granted $ Exercised $ Canceled — $ — Outstanding at June 30, 2016 $ $ yrs. Vested or expected to vest $ $ yrs. Exercisable at June 30, 2016 $ $ yrs. Remaining Outstanding Exercisable Exercise Price Contractual Number of Number of Grant Date Per Share Life in Years Shares Shares March 30, 2007 March 31, 2008 October 1, 2008 March 31, 2009 January 8, 2010 November 24, 2010 November 25, 2011 November 20, 2012 December 10, 2012 November 26, 2013 November 25, 2014 November 24, 2015 — 2016 Incentive Compensation Plan On March 1, 2016, the Company adopted the 2016 Incentive Compensation Plan which provides for grants of restricted stock, restricted stock units, performance shares, stock options and stock appreciation rights. Up to 275,000 shares of restricted stock, restricted stock units and performance shares may be granted in the aggregate under the plan. Up to 425,000 stock options and stock appreciation rights may be granted in the aggregate under the plan. The plan provides for adjustment of the maximum number of awards to be granted under certain circumstances, including in the event of a merger, reorganization, stock split or similar recapitalization event. Grants may be subject to performance goals or may be time-based. Awards may be subject to forfeiture if employment or service terminates prior to the end of the vesting period or if any applicable performance goals are not met. The Company will assess, on an ongoing basis, the probability of whether performance goals will be achieved. The Company will recognize compensation expense over the performance period if it is deemed probable that the goals will be achieved. The fair value of the grants is determined based upon the closing price of the Company’s common stock on the grant date. |