Note 15 - Stock-Based Compensation

12 Months Ended

Dec. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

(15)  STOCK-BASED COMPENSATION PLAN

As of December 31, 2012 and 2011, we have outstanding stock options and unvested restricted stock awards granted under the Amended and Restated 1997 Stock Plan (the "1997 Stock Plan") as well as under the inTEST Corporation 2007 Stock Plan (the "2007 Stock Plan"). As of March 31, 2007, no additional stock options or shares of restricted stock could be granted under the 1997 Plan.

The 2007 Stock Plan was approved at our annual meeting of stockholders held on June 13, 2007, upon the recommendation of our Board of Directors. The 2007 Stock Plan permits the granting of stock options or restricted stock, for up to 500,000 shares of our common stock, to officers, other key employees and consultants. A description of the 2007 Stock Plan, including the full text of the 2007 Stock Plan, is contained in the proxy statement for our 2007 annual meeting of stockholders. As of December 31, 2012, 190,000 shares remain available to grant under the 2007 Stock Plan.

We have not granted any stock options during 2012 or 2011. Our unvested restricted stock awards outstanding are accounted for based on their grant date fair value. As of December 31, 2012, total compensation expense to be recognized in future periods was $105. All of this expense is related to nonvested shares of restricted stock. The weighted average period over which this expense is expected to be recognized is 1.2 years.

Stock Options

The following table summarizes the stock option activity for the two years ended December 31, 2012:

	Number of Shares			Weighted Average Exercise Price
Options outstanding, January 1, 2011 (337,000 exercisable)		337,000		$	3.26
Granted		-			-
Exercised		(10,000	)		3.04
Canceled		(78,000	)		3.20
Options outstanding, December 31, 2011 (249,000 exercisable)		249,000			3.28
Granted		-			-
Exercised		-			-
Canceled		(30,000	)		4.11
Options outstanding, December 31, 2012 (219,000 exercisable)		219,000			3.17

The following table summarizes information about stock options outstanding at December 31, 2012:

Range of Exercise Prices			Number Outstanding and Exercisable at		Weighted Average Remaining Life (years)	Weighted Average Exercise Price		Aggregate Intrinsic Value
$3.04	-	$3.25		209,000	0.30	$	3.05	$	-
	$5.66			10,000	1.46	$	5.66		-
				219,000		$	3.17	$	-

The aggregate intrinsic value in the table above, if any, represents the total pretax intrinsic value, based on a closing price for our stock of $2.76 at December 31, 2012, assuming all option holders exercised their stock options that were in-the-money as of that date. In general, it is our policy to issue new shares upon the exercise of stock options.

Restricted Stock Awards

We record compensation expense for restricted stock awards (nonvested shares) based on the quoted market price of our stock at the grant date and amortize the expense over the vesting period. Restricted stock awards generally vest over four years. The following table summarizes the compensation expense we recorded during 2012 and 2011, respectively, related to nonvested shares:

	Years Ended December 31,
	2012		2011
Cost of revenues	$	5	$	10
Selling expense		9		15
Engineering and product development expense		24		40
General and administrative expense		75		81
	$	113	$	146

There was no compensation expense capitalized in 2012 or 2011. The following table summarizes the activity related to nonvested shares for the two years ended December 31, 2012:

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested shares outstanding, January 1, 2011		303,250		$	1.89
Granted		-			-
Vested		(97,000	)		2.45
Forfeited		(11,250	)		1.73
Nonvested shares outstanding, December 31, 2011		195,000			1.62
Granted		-			-
Vested		(76,250	)		1.62
Forfeited		(10,000	)		1.42
Nonvested shares outstanding, December 31, 2012		108,750			1.63

The total fair value of the shares that vested during the years ended December 31, 2012 and 2011 was $253 and $360, respectively, as of the vesting dates of these shares.