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Note 12: Stock Compensation Plans
12 Months Ended
Dec. 31, 2012
Notes  
Note 12: Stock Compensation Plans

12)     Stock Compensation Plans

 

The Company has four fixed option plans (the “1993 Plan,” the “2000 Plan”, the “2003 Plan” and the “2006 Plan”). Compensation expense for options issued of $251,031, $253,934 and $520,457 has been recognized under these plans for 2012, 2011 and 2010, respectively.

 

The weighted-average fair value of each option granted in 2012 under the 2006 Plan, is estimated at $3.18 for the December 7, 2012 options as of the grant date using the Black Scholes Option Pricing Model with the following weighted-average assumptions: dividend yield of 5%, volatility of 73.89%, risk-free interest rate of 0.70%, and an expected term of 5.31 years.

 

The weighted-average fair value of each option granted in 2012 under the 2003 Plan and the 2006 Plan, is estimated at $0.64 and $0.66, respectively for the April 13, 2012 options as of the grant date using the Black Scholes Option Pricing Model with the following weighted-average assumptions: dividend yield of 5% and 5%, volatility of 70.26% and 72.58%, risk-free interest rate of 0.84% and 1.04%, and an expected term of 4.53 to 5.32 years, respectively.

The weighted-average fair value of each option granted in 2011 under the 2003 Plan and the 2006 Plan, is estimated at $0.52 and $0.71 for the December 2, 2011 options as of the grant date using the Black Scholes Option Pricing Model with the following assumptions: dividend yield of 5%, volatility of 59%, risk-free interest rate of 3.4%, and an expected life of five to ten years.

 

The weighted-average fair value of each option granted during 2010 under the 2003 Plan and the 2006 Plan, is estimated at $0.77 and $0.71 for the December 3, 2010 options as of the grant date using the Black Scholes Option Pricing Model with the following assumptions: dividend yield of 5%, volatility of 65%, risk-free interest rate of 3.4%, and an expected life of five to ten years.

 

The Company generally estimates the expected life of the options based upon the contractual term of the options adjusted for actual experience. Future volatility is estimated based upon the weighted historical volatility of the Company’s Class A common stock and three peer company stocks over a period equal to the estimated life of the options. Common stock issued upon exercise of stock options are generally new share issuances rather than from treasury shares.

 

Description and activity for each Plan is summarized as follows:

 

1993 Stock Incentive Plan

 

On June 21, 1993, the Company adopted the Security National Financial Corporation 1993 Stock Incentive Plan (the “1993 Plan”), which reserved 300,000 shares of Class A Common Stock for issuance there under. The 1993 Plan allows the Company to grant options and issue shares as a means of providing equity incentives to key personnel, giving them a proprietary interest in the Company and its success and progress.

 

The 1993 Plan provides for the grant of options and the award or sale of stock to officers, directors, and employees of the Company. Both “incentive stock options,” as defined under Section 422A of the Internal Revenue Code of 1986 (the “Code”), and “non-qualified options” may be granted pursuant to the 1993 Plan. Options intended as incentive stock options may be issued only to employees, and must meet certain conditions imposed by the Code, including a requirement that the option exercise price be not less than the fair market value of the option shares on the date of grant. The 1993 Plan provides that the exercise price for non qualified options will be not less than at least 50% of the fair market value of the stock subject to such option as of the date of grant of such options, as determined by the Company’s Board of Directors.

 

The options were granted to reward certain officers and key employees who have been employed by the Company for a number of years and to help the Company retain these officers and key employees by providing them with an additional incentive to contribute to the success of the Company.

 

The 1993 Plan is administered by the Board of Directors or by a committee designated by the Board. The options shall be either fully exercisable on the grant date or shall become exercisable thereafter in such installments as the Board or the committee may specify. The 1993 Plan provides that if the shares of Common Stock shall be

subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of options shall be increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. No options may be exercised for a term of more than ten years from the date of grant.

 

On November 7, 1996, the Company amended the Plan as follows: (i) to increase the number of shares of Class A Common Stock reserved for issuance under the plan from 300,000 Class A shares to 600,000 Class A shares; and (ii) to provide that the stock subject to options, awards and purchases may include Class C Common Stock.

 

On October 14, 1999, the Company amended the 1993 Plan to increase the number of shares of Class A Common Stock reserved for issuance under the plan from 600,000 Class A shares to 1,046,126 Class A shares. The Plan had a term of ten years and was terminated in 2003 and options granted there under are non-transferable.

 

Activity of the 1993 Plan is summarized as follows:

 

Number of Class A Shares

Option Price

Outstanding at December 31, 2009

       291,950

$1.54 - $4.19

Adjustment for the effect of stock dividends

        14,598

Exercised

                 -

Cancelled

                 -

Outstanding at December 31, 2010

       306,548

$1.47 - $3.99

Adjustment for the effect of stock dividends

        14,228

Exercised

                 -

Cancelled

       (21,990)

Outstanding at December 31, 2011

       298,786

$2.62 - $3.80

Adjustment for the effect of stock dividends

             582

Exercised

     (238,755)

Cancelled

       (17,368)

 

Outstanding at December 31, 2012

        43,245

$3.61 - $3.80

Exercisable at end of year

        43,245

$3.61 - $3.80

Available options for future grant

1993 Stock Incentive Plan

 -0-

Weighted average contractual term of options

outstanding at December 31, 2012

.22 years

Aggregated intrinsic value of options outstanding

at December 31, 2012

$199,519

 

 

 

2000 Director Stock Option Plan

 

On October 16, 2000, the Company adopted the Security National Financial Corporation 2000 Director Stock Option Plan (the “2000 Plan”), which reserved 50,000 shares of Class A Common Stock for issuance there under. Effective November 1, 2000, and on each anniversary date thereof during the term of the 2000 Plan, each outside Director who shall first join the Board after the effective date shall be granted an option to purchase 1,000 shares upon the date which such person first becomes an outside Director and an annual grant of an option to purchase 1,000 shares on each anniversary date thereof during the term of the 2000 Plan. The options granted to outside Directors shall vest in their entirety on the first anniversary date of the grant.

 

The primary purposes of the 2000 Plan are to enhance the Company’s ability to attract and retain well-qualified persons for service as directors and to provide incentives to such directors to continue their association with the Company.

 

The 2000 Plan provides that if the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of options shall be increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivisions, combination or stock dividend.

 

The 2000 Plan terminated in 2006 and options granted are non-transferable. Options granted and outstanding under the 2000 Plan include Stock Appreciation Rights which permit the holder of the option to elect to receive cash, amounting to the difference between the option price and the fair market value of the stock at the time of the exercise, or a lesser amount of stock without payment, upon exercise of the option.

 

Activity of the 2000 Plan is summarized as follows:

 

Number of

Class A Shares

Option Price

Outstanding at December 31, 2009

       5,104

$2.45

Adjustment for the effect of stock dividends

              -

Granted

              -

Cancelled

      (5,104)

Outstanding at December 31, 2010

              -

 

Adjustment for the effect of stock dividends

              -

Granted

              -

Cancelled

              -

Outstanding at December 31, 2011

              -

Exercisable at end of year

              -

Available options for future

grant 2000 Director Plan

 -0-

Weighted average contractual term of options

outstanding at December 31, 2012

0

Aggregated intrinsic value of options outstanding

at December 31, 2012

$        -0-

 

 

 

 

2003 Stock Option Plan

 

On July 11, 2003, the Company adopted the Security National Financial Corporation 2003 Stock Option Plan (the “2003 Plan”), which reserved 500,000 shares of Class A Common Stock and 1,000,000 shares of Class C Common Stock for issuance there under.

 

On July 13, 2007, the Company amended the 2003 Plan to authorize an additional 400,000 shares of Class A Common Stock and an additional 1,000,000 shares of Class C common stock to be made available for issuance under the Plan. On July 10, 2009 the Company amended the 2003 Plan to authorize an additional 500,000 shares of Class A common stock and an additional 1,000,000 share of Class C common stock to be made available for issuance under the Plan. On July 9, 2010 the Company amended the 2003 Plan authorizing an additional 500,000 shares of Class A common stock and an additional 1,000,000 shares of Class C common stock to be made available for issuance under the Plan. On July 8, 2011 the Company amended the 2003 Plan authorizing an additional 400,000 shares of Class A common stock and an additional 1,000,000 shares of Class C common stock to be made available for issuance under the Plan. On July 6, 2012 the Company amended the 2003 Plan authorizing an additional 250,000 shares of Class A common stock and an additional 2,000,000 shares of Class C common stock to be made available for issuance under the Plan. The 2003 Plan allows the Company to grant options and issue shares as a means of providing equity incentives to key personnel, giving them a proprietary interest in the Company and its success and progress.

 

The 2003 Plan provides for the grant of options and the award or sale of stock to officers, directors, and employees of the Company. Both “incentive stock options”, as defined under Section 422A of the Internal Revenue Code of 1986 (the “Code”) and “non-qualified options” may be granted under the 2003 Plan.

 

The 2003 Plan is to be administered by the Board of Directors or by a committee designated by the Board. The terms of options granted or stock awards or sales affected under the 2003 Plan are to be determined by the Board of Directors or its committee. No options may be exercised for a term of more than ten years from the date of the grant. Options intended as incentive stock options may be issued only to employees, and must meet certain conditions imposed by the Internal Revenue Code, including a requirement that the option exercise price be no less than the fair market value of the option shares on the date of grant. The 2003 Plan provides that the exercise price for non-qualified options will not be less than at least 50% of the fair market value of the stock subject to such option as of the date of grant of such options, as determined by the Company’s Board of Directors.

 

The 2003 Plan has a term of ten years. The Board of Directors may amend or terminate the 2003 Plan at any time, from time to time, subject to approval of certain modifications to the 2003 Plan by the shareholders of the Company as may be required by law or the 2003 Plan.

 

Activity of the 2003 Plan is summarized as follows:

 

 

Number of Class A Shares

Number of Class C Shares(1)

Option Price(1)

Outstanding at December 31, 2009

        1,007,971

         2,274,624

$1.36 - $3.84

Adjustment for the effect of stock dividends

             56,598

            163,731

Granted

           221,600

         1,000,000

Exercised

            (97,609)

                        -

Cancelled

                       -

                        -

Outstanding at December 31, 2010

        1,188,560

         3,438,355

$1.30 - $3.66

Adjustment for the effect of stock dividends

             74,596

            171,920

Granted

           322,500

                        -

Exercised

                       -

                        -

Cancelled

            (19,135)

                        -

Outstanding at December 31, 2011

        1,566,521

         3,610,275

$1.23 - $3.48

Adjustment for the effect of stock dividends

             35,948

            245,145

Granted

           322,000

                        -

Exercised

          (794,144)

          (525,000)

Cancelled

          (105,766)

                        -

Reclass from A to C

          (250,808)

         2,508,085

Outstanding at December 31, 2012

           773,751

         5,838,505

$1.17 - $3.31

0

Exercisable at end of year

           658,510

         5,838,505

$1.17 - $3.31

Available options for future grant

2003 Stock Incentive Plan

        1,443,579

            782,924

Weighted average contractual term of options

outstanding at December 31, 2012

4.50 years

2.03 years

Aggregated intrinsic value of options

outstanding at December 31, 2012

$4,948,223

$3,598,618

(1) Class “C” shares are converted to Class “A” shares on a 10 to 1 ratio. The Option Price is based on Class A Common shares.

 

 

 

2006 Director Stock Option Plan

 

On December 7, 2006, the Company adopted the 2006 Director Stock Option Plan (the “Director Plan”) effective December 7, 2006. The Director Plan provides for the grant by the Company of options to purchase up to an aggregate of 100,000 shares of Class A Common Stock for issuance there under and adjusted for stock dividends if any. The Director Plan provides that each member of the Company’s Board of Directors who is not an employee or paid consultant of the Company automatically is eligible to receive options to purchase the Company’s Class A Common Stock under the Director Plan. On July 6, 2012 the Company amended the Director Plan authorizing an additional 50,000 shares of Class A common stock to be made available for issuance under the Plan.  

 

Effective as of December 7, 2006, and on each anniversary date thereof during the term of the Director Plan, each outside director shall automatically receive an option to purchase 1,000 shares of Class A Common Stock. In addition, each new outside director who shall first join the Board after the effective date shall be granted an option to purchase 1,000 shares upon the date which such person first becomes an outside director and an annual grant of an option to purchase 1,000 shares on each anniversary date thereof during the term of the Director Plan. The options granted to outside directors shall vest in four equal quarterly installments over a one year period from the date of grant, until such shares are fully vested.  The primary purposes of the Director Plan are to enhance the Company’s ability to attract and retain well-qualified persons for service as directors and to provide incentives to such directors to continue their association with the Company.

 

In the event of a merger of the Company with or into another company, or a consolidation, acquisition of stock or assets or other change in control transaction involving the Company, each option becomes exercisable in full, unless such option is assumed by the successor corporation. In the event the transaction is not approved by a majority of the “Continuing Directors” (as defined in the Director Plan), each option becomes fully vested and exercisable in full immediately prior to the consummation of such transaction, whether or not assumed by the successor corporation.

 

Activity of the 2006 Plan is summarized as follows:

 

Number of

 

Class A Shares

Option Price

Outstanding at December 31, 2009

72,178

$1.28 - $4.37

Granted

24,000

Adjustment for the effect of stock dividends

4,809

Outstanding at December 31, 2010

100,987

$1.22 - $4.16

Granted

24,000

Adjustment for the effect of stock dividends

6,249

Outstanding at December 31, 2011

131,236

$1.16 - $3.96

Granted

25,000

Exercised

     (8,377)

Adjustment for the effect of stock dividends

7,398

Outstanding at December 31, 2012

155,257

$1.10 - $7.05

Exercisable at end of year

139,507

Available options for future grant

2006 Stock Incentive Plan

29,214

Weighted average contractual term of options

outstanding at December 31, 2012

7.40 years

Aggregated intrinsic value of options

outstanding  at December 31, 2012

$971,058