Share-Based Incentive Plans | (6) SHARE‑BASED INCENTIVE PLANS Stock Option Awards. We have established the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan, as amended (the “2004 Plan”), the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “2008 Plan”) and the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”), which allow for the granting of stock options to directors, officers and key employees of the Company, and certain other key individuals who perform services for us and our subsidiaries. Equity awards may no longer be granted under the 2004 Plan or the 2008 Plan, but equity awards granted under the 2004 Plan and the 2008 Plan are still outstanding. On September 16, 2014, our Board of Directors adopted the Tuesday Morning Corporation 2014 Long-Term Incentive Plan (the “2014 Plan”), and the 2014 Plan was approved by our stockholders at the 2014 annual meeting of stockholders on November 12, 2014. The 2014 Plan became effective on September 16, 2014, and the maximum number of shares reserved for issuance under the 2014 Plan, as amended, is 6.1 million shares plus any awards under the 2008 Plan (i) that were outstanding on September 16, 2014, and, on or after September 16, 2014, are forfeited, expired or are cancelled, and (ii) any shares subject to such awards that, on or after September 16, 2014 are used to satisfy the exercise price or tax withholding obligations with respect to such awards. Our Board of Directors also approved the termination of the 2008 Plan, effective upon the date of stockholder approval of the 2014 Plan, and no new awards will be made under the 2008 Plan. On September 22, 2016, our Board of Directors adopted amendments to the 2014 Plan, which were approved at the 2016 Annual Meeting of Stockholders, to increase the number of shares of our common stock available for issuance under the 2014 Plan and to make additional amendments to the 2014 Plan to, among other things, remove liberal share recycling, reduce the number of shares exempt from minimum vesting, and eliminate discretion to accelerate vesting upon a change in control. On August 22, 2017, our Board of Directors adopted a Second Amendment to the 2014 Plan (the “Second Amendment”) that modified the minimum vesting provisions as they apply to non-employee directors, as described below. The 2014 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock, or a combination of cash and shares of common stock. Under the 2014 Plan, stock options may not vest earlier than one year after the date of grant. "Full Value Awards" (i.e., restricted stock or restricted stock units) that constitute performance awards must vest no earlier than one year after the date of grant, and, prior to the Second Amendment, Full Value Awards that constituted "Tenure Awards" (i.e., awards that vest upon passage of time) could not vest earlier than over the three-year period commencing on the date of grant. The Compensation Committee of our Board of Directors may grant only stock options or Full Value Awards with vesting conditions that are more favorable than the foregoing restrictions with respect to up to 5% of the shares of common stock authorized under the 2014 Plan (referred to in the 2014 Plan as “exempt shares”). Each year, after our annual meeting of stockholders, we grant awards under the 2014 Plan to our non-employee directors. These awards are typically Full Value Awards that constitute Tenure Awards, and vest on the date of the annual meeting of our stockholders next following the date of grant, as is consistent with grants to non-employee directors among members of our peer group. Because the 2014 Plan, prior to the Second Amendment, required that all Full Value Awards that are Tenure Awards vest over a three-year period commencing on the date of grant, annual grants to the non-employee directors would be classified as exempt shares. In order to avoid depletion of the 2014 Plan’s exempt shares through the annual grants to non-employee directors, the Board adopted the Second Amendment to provide that all Tenure Awards made to non-employee directors must vest no earlier than one year after the date of grant. Tenure Awards to employees and consultants must still vest over the three-year period commencing on the date of grant. On November 16, 2016, our stockholders approved amendments to the 2014 Plan to increase the number of shares of the Company’s common stock available for issuance under the 2014 Plan by 2,500,000 shares and to make additional amendments to the 2014 Plan, including (i) reducing the percentage of shares exempt from the minimum vesting requirements under the 2014 Plan, (ii) adding a clawback policy, (iii) generally eliminating the discretion of the Board of Directors to accelerate the vesting of outstanding and unvested awards upon a change of control and (iv) providing that certain shares surrendered in payment of the exercise price of awards or withheld for tax withholding would count against the shares available under the 2014 Plan. Stock options were awarded with a strike price at a fair market value equal to the average of the high and low trading prices of our common stock on the date of grant under the 2004 Plan. Stock options were awarded with a strike price at a fair market value equal to the closing price of our common stock on the date of the grant under the 2008 Plan and the 2014 Plan. Options granted under the 2004 Plan typically vest over periods of one to five years and expire ten years from the date of grant, while options granted under the 2008 Plan and the 2014 Plan typically vest over periods of one to four years and expire ten years from the date of grant. Options granted under the 2004 Plan, the 2008 Plan and the 2014 Plan may have certain performance requirements in addition to service terms. If the performance conditions are not satisfied, the options are forfeited. The exercise prices of stock options outstanding on June 30, 2017, range between $1.24 per share and $20.91 per share. All shares available under the 2004 Plan have been granted. The 2004 Plan and the 2008 Plan terminated as of May 17, 2014 and September 16, 2014, respectively. There were 4.3 million shares available for grant under the 2014 Plan at June 30, 2017. Following is a summary of transactions relating to the 2004 Plan, 2008 Plan and 2014 Plan options for the fiscal years ended June 30, 2017, 2016, and 2015 (share amounts and aggregate intrinsic value in thousands): Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Options Outstanding at June 30, 2014 1,731 12.00 8.75 $ 10,689 Granted during year 375 18.85 Exercised during the year (161 ) 6.85 Forfeited or expired during year (107 ) 20.47 Options Outstanding at June 30, 2015 1,838 13.37 8.25 1,384 Granted during year 2,500 6.48 Exercised during the year (5 ) 1.24 Forfeited or expired during year (1,121 ) 11.81 Options Outstanding at June 30, 2016 3,212 8.57 7.61 2,111 Granted during year 1,564 6.11 Exercised during the year (6 ) 1.24 Forfeited or expired during year (1,254 ) 9.88 Options Outstanding at June 30, 2017 3,516 7.02 7.86 2 Exercisable at June 30, 2017 706 $ 9.90 4.20 $ 2 The weighted average grant date fair value of stock options granted during the fiscal years ended June 30, 2017, 2016, and 2015, was $2.55 per share, $2.75 per share, and $7.52 per share, respectively. The intrinsic value of vested unexercised options at June 30, 2017 is $2,000. There were options to purchase 6,208, 4,667 and 161,226 shares of our common stock, which were exercised during the fiscal years ended June 30, 2017, 2016 and 2015, respectively. The aggregate intrinsic value of stock options exercised was $20,100, $27,000, and $2.1 million during the fiscal years ended June 30, 2017, 2016, and 2015, respectively. At June 30, 2017, we had $2.8 million of total unrecognized share‑based compensation expense related to stock options that is expected to be recognized over a weighted average period of 2.1 years. The following table summarizes information about stock options outstanding at June 30, 2017: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Per Share Number Exercisable Weighted Average Exercise Price Per Share $1.24 - $5.59 300,072 8.50 $ 3.83 73,585 $ 4.81 $5.64 - $5.64 696,683 8.51 5.64 104,997 5.64 $5.88 - $5.89 305,508 8.35 5.89 10,000 5.88 $5.95 - $5.95 527,825 8.34 5.95 — — $6.29 - $6.58 25,948 8.44 6.54 8,987 6.47 $6.71 - $6.71 924,595 9.17 6.71 — — $7.90 - $8.54 394,101 5.00 8.05 229,580 8.15 $8.56 - $18.42 265,559 4.12 13.76 230,327 13.53 $19.36 - $19.36 67,908 5.58 19.36 44,414 19.36 $20.91 - $20.91 7,532 7.37 20.91 3,766 20.91 3,515,731 7.86 $ 7.02 705,656 $ 9.91 Restricted Stock Awards —The 2004 Plan, the 2008 Plan and the 2014 Plan authorize the grant of restricted stock awards to directors, officers, key employees and certain other key individuals who perform services for us and our subsidiaries. Equity awards may no longer be granted under the 2004 Plan and the 2008 Plan, but restricted stock awards granted under the 2004 Plan and the 2008 Plan are still outstanding. Restricted stock awards are not transferable, but bear certain rights of common stock ownership including voting and dividend rights. Shares are valued at the fair market value of our common stock at the date of award. Shares may be subject to certain performance requirements. If the performance requirements are not met, the restricted shares are forfeited. Under the 2004 Plan, the 2008 Plan and the 2014 Plan, as of June 30, 2017, there were 1,089,706 shares of restricted stock outstanding with award vesting periods, both performance-based and service-based, of one to four years and a weighted average grant date fair value of $6.57 per share. The following table summarizes information about restricted stock awards outstanding for the fiscal years ended June 30, 2017, 2016, and 2015 (share amounts in thousands): Number of Shares Weighted- Average Fair Value at Date of Grant Outstanding at June 30, 2014 356 $ 12.66 Granted during year 302 19.20 Vested during year (176 ) 12.95 Forfeited during year (50 ) 14.07 Outstanding at June 30, 2015 432 $ 16.95 Granted during year 869 6.98 Vested during year (175 ) 12.52 Forfeited during year (364 ) 12.65 Outstanding at June 30, 2016 762 $ 8.65 Granted during year 941 5.80 Vested during year (230 ) 8.38 Forfeited during year (383 ) 7.73 Outstanding at June 30, 2017 1,090 $ 6.57 Performance-Based Restricted Stock Awards and Performance-Based Stock Option Awards. As of June 30, 2017, there were 1,381,496 performance-based restricted stock awards and performance-based stock option awards outstanding under the 2014 Plan, which are included in the respective stock option and restricted stock tables above. Share-based compensation costs : We recognized share‑based compensation costs as follows (in thousands): Fiscal Years Ended June 30, 2017 2016 2015 Amortization of share-based compensation during the period $ 4,114 $ 3,403 $ 5,634 Amounts capitalized in inventory (1,497 ) (1,724 ) (1,765 ) Amount recognized and charged to cost of sales 1,567 1,436 1,493 Amounts charged against income for the period before tax $ 4,184 $ 3,115 $ 5,362 |