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Note 6 - Accounting for Stock-Based Compensation
6 Months Ended
Jun. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 6. Accounting for Stock-Based Compensation


On June 7, 2013, the Company’s stockholders ratified an amendment (the “Amendment”) to the ICF International, Inc. 2010 Omnibus Incentive Plan (the “Omnibus Plan”). The Amendment increased the shares available for issuance under the Omnibus Plan by 1,750,000 shares from 1,800,000 to 3,550,000. Except as noted below, the other terms of the Omnibus Plan did not change.


The Omnibus Plan provides for the granting of options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance units, cash-based awards, and other stock-based awards to all officers, key employees, and non-employee directors of the Company. Under the Amendment, shares awarded that are not stock options or stock appreciation rights, are counted as 1.93 shares deducted for every one share delivered under those awards.


The Company recognized stock-based compensation expense of $2.3 million and $2.2 million for the three months ended June 30, 2013, and June 30, 2012, respectively, and $4.3 million and $3.9 million for the six months ended June 30, 2013, and June 30, 2012, respectively. Unrecognized compensation expense of $20.1 million as of June 30, 2013, related to unvested stock options and RSUs, will be recognized over a weighted-average period of approximately two years. During the six months ended June 30, 2013, the Company granted approximately 0.4 million shares in the form of equity compensation, including stock options, and RSUs. As of June 30, 2013, the Company had approximately 2.1 million shares available to grant under its Omnibus Plan.


In addition to stock options and RSUs, the Company has begun to utilize Cash-Settled RSUs (“CSRSUs”) as a form of compensation. The CSRSUs vest annually over a four-year vesting term, and are settled only in cash payments. The cash payment is based on the fair value of the Company’s stock price at the vesting date, calculated by multiplying the number of CSRSUs vested, by the Company’s closing stock price on the vesting date. The payment is subject to a maximum payment cap and a minimum payment floor. The Company treats these awards as liability-classified awards, and therefore accounts for them at fair value. These awards have no impact on the shares available for grant under the Company’s Omnibus Plan, and have no impact on the calculated shares used in earnings per share calculations.


During the six months ended June 30, 2013, the Company awarded 0.2 million CSRSUs to its employees. The weighted-average grant date fair value of CSRSUs was $27.03 per share. Compensation expense related to CSRSUs computed under the fair value method for the three months and six months ended June 30, 2013, was $0.3 million and $0.4 million, respectively, based on the Company’s closing stock price of $31.51 per share as of June 30, 2013. The unrecognized expense related to CSRSUs totaled approximately $5.0 million at June 30, 2013. These costs are expected to be recognized over a weighted-average period of 3.7 years. The aggregate intrinsic value of CSRSUs at June 30, 2013 that are expected to vest was approximately $5.3 million.