Share Based Compensation

9 Months Ended

Oct. 01, 2011

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

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

Note 7 – Share Based Compensation

Effective July 6, 2010, the Company’s Board of Directors and Vishay Intertechnology (as the Company’s sole stockholder prior to the spin-off) approved the adoption of the Vishay Precision Group, Inc. 2010 Stock Incentive Program (as amended, the “2010 Program”). The 2010 Program permits the grant of up to 500,000 shares of restricted stock, unrestricted stock, restricted stock units (“RSUs”), and stock options to officers, employees and non-employee directors. At October 1, 2011, the Company had reserved 324,361 shares of common stock for future grant of equity awards, pursuant to the 2010 Program. If any outstanding awards are forfeited by the holder or cancelled by the Company, the underlying shares would be available for regrant to others.

Stock Options

In connection with the spin-off, VPG agreed to issue certain replacement awards to VPG employees holding equity-based awards of Vishay Intertechnology based on VPG’s common stock. The vesting schedule, expiration date, and other terms of these awards are generally the same as those of the Vishay Intertechnology equity-based awards they replaced.

The following table summarizes the Company’s stock option activity (number of options in thousands):

	2011
				Weighted
		Weighted		Average
	Number	Average		Remaining
	of	Exercise		Contractual
	Options	Price		Life
Outstanding:
Balance at January 1, 2011	32	$	18.03
Granted	-		-
Exercised	-		-
Cancelled/expired	-		-
Balance at October 1, 2011	32	$	18.03	4.73
Vested and
expected to vest	32	$	18.03
Exercisable:
End of period	24	$	18.37

The pretax intrinsic value (the difference between the closing stock price of VPG’s common stock on the last trading day of the fiscal quarter of $13.18 per share and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on October 1, 2011 is not material. No options were exercised during the fiscal quarter or nine fiscal months ended October 1, 2011.

Restricted Stock Units

The VPG Board of Directors agreed to grant “founders’ equity” awards pursuant to the 2010 Program to directors and executive officers. The fair value of the awards to directors is recognized over a three year vesting schedule. The fair value of the awards to the executive officers is vested on July 6, 2013. Each RSU entitles the recipient to receive a share of common stock when the RSU vests. The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. VPG determines compensation cost for RSUs based on the grant-date fair value of the underlying common stock. Compensation cost is recognized over the period that the participant provides service in exchange for the award.

On June 2, 2011, the VPG Board of Directors approved the issuance of 3,036 restricted stock units to the three independent board members and to the non-executive Chairman of the Board. The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. The compensation cost with respect to the awards is recognized ratably over the one year vesting period of such awards.

VPG’s three executive officers are entitled to annual performance-based equity awards in the form of RSUs. Performance criteria include measures of operating margin and EBITDA of the Company. In addition, for 2011, the chief technical officer has a number of personal objectives that must be achieved in order to receive his full award. If the performance criteria are met, the RSUs are granted, and thereafter the RSUs vest 25% on the date of grant and the balance in annual installments over the three subsequent years. The awards relating to 2010 performance had an aggregate target grant-date fair value of $0.6 million. All performance goals were met for the 2010 awards, resulting in the granting of 35,949 RSUs on March 15, 2011. One quarter of the awards vested on that date. The remaining RSUs will vest ratably over the next three years. The awards with respect to 2011 performance have an aggregate target grant-date fair value of $0.7 million and will be determined and granted during the fiscal year ending December 31, 2012. The Company recognizes compensation cost for RSUs that are expected to vest and expects performance criteria to be met.

VPG’s chief executive officer was granted 3,765 RSUs on March 15, 2011 at a grant-date fair value of $11.53. These awards vest in equal amounts on May 28, 2011, May 28, 2012, and May 28, 2013. These RSUs were granted in replacement of corresponding restricted stock units of Vishay Intertechnology that were cancelled in connection with the spin-off from Vishay Intertechnology.

RSU activity as of October 1, 2011 is presented below (number of RSUs in thousands):

			Weighted
	Number		Average
	of		Grant-date
	RSUs		Fair Value
Outstanding:
Balance at January 1, 2011	101		$	15.79
Granted	43			16.40
Vested	(15	)		15.49
Cancelled	-			-
Balance at October 1, 2011	129		$	16.03

Share Based Compensation Expense

The following table summarizes share based compensation expense recognized (in thousands):

	Fiscal quarter ended				Nine fiscal months ended
	October 1,		October 2,		October 1,		October 2,
	2011		2010		2011		2010
Stock options	$	5	$	3	$	15	$	23
Restricted stock units		159		24		464		32
Restricted stock units (performance based)		78		73		239		73
Other		-		-		-		44
Total	$	242	$	100	$	718	$	172