XML 27 R15.htm IDEA: XBRL DOCUMENT v3.4.0.3
Stock-Based Compensation
3 Months Ended
Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation
Stock-Based Compensation
The Company’s 2006 Stock Incentive Plan, as amended and restated (the “2006 Plan”) in April 2015, authorizes the Company to issue up to 3,500,000 shares of common stock to employees, non-employee directors and consultants pursuant to awards of stock options, stock appreciation rights, restricted stock, in payment of performance shares or other stock-based awards. The Company has approved an amendment to the 2006 Plan, subject to the receipt of shareholder approval at the Company's upcoming annual meeting, to increase the number of shares available for issuance thereunder from 3,500,000 to 4,500,000. Under the 2006 Plan, stock options must be granted at a price not less than the fair market value of the stock on the date the option is granted, generally are not subject to re-pricing, and will not be exercisable more than ten years after the date of grant. Options granted under the 2006 Plan generally qualify as “non-qualified stock options” under the U.S. Internal Revenue Code. As of March 31, 2016, there were 50,732 shares available to be issued under the 2006 Plan. At March 31, 2016, the Company had 766,906 stock options outstanding and 701,870 shares of restricted stock outstanding under the 2006 Plan.
In 2015, the Company granted its Chief Operating Officer non-qualified options (“Non-Plan Options”) and restricted stock (“Non-Plan RSA”) outside of any shareholder-approved plan as an inducement to accept employment with the Company. At March 31, 2016, the Company had 450,000 Non-Plan Options outstanding and 300,000 Non-Plan RSA outstanding.
Effective December 31, 2014, the Company’s Board of Directors adopted a stockholder rights plan (the “Rights Plan”). Pursuant to the Rights Plan, the Board of Directors declared a dividend distribution of one preferred share right (a “Right”) for each share of Common Stock held as of January 12, 2015. Each Right entitled the holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock (the “Preferred Shares”) at an initial exercise price of $15, subject to certain adjustments. On March 24, 2015, the Company entered into a nomination and standstill agreement (the “Nomination and Standstill Agreement”). Pursuant to the Nomination and Standstill Agreement, the Company agreed to redeem, effective immediately, the rights issued pursuant to the Rights Plan. Pursuant to the terms of the Rights Plan, the Company paid a redemption price to the holders of the rights equal to $0.01 per right in cash, or $246, on April 20, 2015.
Stock Option Awards
The Company did not grant any stock options during the three months ended March 31, 2016.
Total compensation expense, classified within payroll and related on the condensed consolidated statements of operations, related to stock options outstanding was $68 for the three months ended March 31, 2016. For the three months ended March 31, 2015, total compensation expense related to stock options was not material.
As of March 31, 2016, a total of $605 in unrecognized compensation expense related to stock options is expected to be recognized over a weighted-average period of 2.5 years.
Restricted Stock Awards
On March 10, 2016, the Company issued 559,000 shares of restricted stock to employees under the 2006 Plan. The fair value for these awards was $2.06 per share, representing the closing stock price on the date of grant. These shares will vest in three equal installments on each of the first three anniversaries of the date of grant.
The total compensation expense, classified within payroll and related on the condensed consolidated statements of operations, related to restricted stock was $334 and $392 three months ended March 31, 2016 and 2015, respectively.
As of March 31, 2016, a total of $2,240 in unrecognized compensation expense related to restricted stock awards is expected to be recognized over a weighted-average period of 2.7 years.
Stock Grants
On February 3, 2016, the Company issued 206,750 shares of common stock to members of the Company’s Board of Directors in respect of their annual retainer. The fair value of the shares issued was $1.19 per share and was expensed upon the date of grant. The total compensation expense, classified within general and administrative expenses, related to Board of Director common stock grants was $246 for each of the three months ended March 31, 2016 and 2015.