Stock-Based Compensation | Note 10. Stock-Based Compensation Restricted Stock On February 23, 2009, the Company adopted a restricted stock plan that reserved 400,000 shares of common stock for issuance. Additionally, on March 1, 2016, the Company adopted the 2016 Incentive Compensation Plan which provides for grants of restricted stock, restricted stock units and performance shares. Up to 275,000 shares of restricted stock, restricted stock units and performance shares may be granted in the aggregate under this plan. Coinciding with the adoption of the 2016 Incentive Compensation Plan, the Company is no longer granting awards from the 2009 restricted stock plan. Grants of restricted stock are comprised 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. 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 22, 2016, the Company granted 37,275 shares of time-based restricted stock to certain key employees and non-employee directors. The 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 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 $40.86 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 and the 2016 Incentive Compensation Plan with respect to restricted stock for the three months ended December 31 2016: Weighted Average Fair Number of Value At Shares Grant Date Unvested at September 30, 2016 $ Granted $ Forfeited / Canceled $ Vested $ Unvested at December 31, 2016 $ Expected to vest $ Compensation expense related to restricted stock for the three months ended December 31, 2015 and 2016 was $451 and $416, respectively. The remaining unrecognized compensation expense related to restricted stock at December 31, 2016 was $2,691, to be recognized over a weighted average period of 0.84 years. During the first quarter of fiscal 2017, the Company repurchased 6,017 shares of stock from employees at an average purchase price of $44.15 to satisfy required withholding taxes upon vesting of restricted stock-based compensation. Performance Shares On November 22, 2016, the Company granted a target of 19,000 performance share awards to certain key employees. The number of performance shares that will ultimately be earned, as well as the number of shares that will be distributed in settling those earned performance shares, if any, will not be determined until the end of the performance period. Performance shares earned will depend on the calculated total shareholder return of the Company at the end of the three-year period ending September 30, 2019, as compared to the total shareholder return of the Company’s peer group, as defined by the Compensation Committee. Compensation expense related to the performance shares for the three months ended December 31, 2015 and 2016 was $0 and $23, respectively. The remaining unrecognized compensation expense related to performance shares at December 31, 2016 was $775, to be recognized over a weighted average period of 2.75 years. Stock Options The Company has two stock option plans and the 2016 Incentive Compensation Plan that authorize the granting of non-qualified stock options to certain key employees and non-employee directors for the purchase of a maximum of 1,925,000 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. Coinciding with the adoption of the 2016 Incentive Compensation Plan, the Company is no longer granting awards from these plans. On March 1, 2016, the Company adopted the 2016 Incentive Compensation Plan which provides for grants of up to 425,000 stock options and stock appreciation rights. 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. 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, 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 dividend yield assumption is based on the Company’s history and expectations regarding dividend payouts at the time of the grant. The following assumptions were used for grants in the first quarter of fiscal 2017: Fair Dividend Risk-free Expected Expected Grant Date Value Yield Interest Rate Volatility Life November 22, 2016 $ % % % years On November 22, 2016, the Company granted 47,925 options at an exercise price of $40.86, the fair market value of the Company’s common stock on the day of the grant. During the first quarter of fiscal 2017, no options were exercised. The stock-based employee compensation expense for stock options for the three months ended December 31, 2015 and 2016 was $133 and $120, respectively. The remaining unrecognized compensation expense at December 31, 2016 was $1,141 to be recognized over a weighted average vesting period of 1.88 years. The following table summarizes the activity under the stock option plans for the three months ended December 31, 2016 and provides 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, 2016 $ Granted $ Exercised — $ Canceled $ Outstanding at December 31, 2016 $ $ yrs. Vested or expected to vest $ $ yrs. Exercisable at December 31, 2016 $ $ yrs. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) : Improvements to Employee Share-Based Payment Accounting. The objective of this update was to simplify the accounting for share-based payment transactions, including the income tax consequences of awards as either equity or liabilities, and classification on the statement of cash flows. As permitted, the Company early adopted this standard prospectively for the fiscal year beginning October 1, 2016. Prior periods were not retrospectively adjusted. |