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SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS
6 Months Ended
Jun. 30, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation and Other Compensation Agreements

NOTE 7 – SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS

 

Following is a summary of stock option activity and number of shares reserved for outstanding options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

Number of shares

(in thousands)

 

Weighted Average Exercise Price per Share

 

Weighted Average Remaining Contractual Term

 

Weighted Average Grant Date Fair Value

Outstanding at December 31, 2017

 

382

 

 

$

4.70

 

 

1.41 years

 

 

$

2.57

 

Issued

 

31

 

2.46

 

 

4.24 years

  

 

1.61

 

Outstanding at December 31, 2018

 

413

 

 

$

4.53

 

 

0.70 years

 

 

$

2.49

 

Issued

 

62

 

 

1.27

 

 

4.71 years

 

 

 

0.80

 

Expired


(322 )

4.57

years


2.51

Outstanding at June 30, 2019

 

153

 

 

$

3.13

 

 

2.78 years

 

 

$

1.77

 

Exercisable at June 30, 2019

 

70

 

 

$

4.97

 

 

0.80 years

 

 

$

2.66

 

Securities available for grant at June 30, 2019*

 

1,796

 

 

 

 

 


 

 

*Securities available for grant include securities available for stock option grants and RSUs. In accordance with the terms of the LTIP, the last date upon which the Committee could grant new awards was July 1, 2019, the ten-year anniversary of the effective date of the LTIP.


Option Grants:


On March 28, 2018, the Company awarded options to purchase 31.0 thousand shares of the Company's common stock to its Chief Executive Officer. These options are scheduled to vest over a three year period, with 1/3 vesting on the first anniversary of the grant date and 1/3 every twelve months thereafter until the three year anniversary of the grant date. The exercise price per share of the options is $2.46, the fair value of the underlying common stock as of the grant date. The options expire March 26, 2023. 


On March 15, 2019, the Company awarded options to purchase 62.1 thousand shares of the Company's common stock to its Chief Executive Officer. These options are scheduled to vest over a three year period, with 1/3 vesting on the first anniversary of the grant date and 1/3 every twelve months thereafter until the three year anniversary of the grant date. The exercise price per share of the options is $1.27, the fair value of the underlying common stock as of the grant date. The options expire March 15, 2024. 


On January 15, 2019, 30.0 thousand options awarded to a former Director with an exercise price of $3.47 and a grant date fair value of $1.98 expired. On May 15, 2019, 292.0 thousand options awarded to former and current Directors with an exercise price of $4.68 and a grant date fair value of $2.57 expired.


The weighted average assumptions relating to the valuation of the Company's stock options awarded in 2019 and 2018 are shown below.


 

 

 

2019

 



2018
Weighted average grant-date fair value per option $ 0.80
$ 1.61
Volatility

77.00 %

80.40 %
Risk-free interest rate

2.40 %

2.59 %
Expected life (in years)

5.00


5.00
Expected dividend yield    
%

%


Restricted Stock Unit Grants:

 

On March 29, 2016, the Compensation Committee granted 11.4 thousand RSUs to an employee under the LTIP pursuant to an RSU agreement. The grant date fair value is based on the Company's closing common stock price on the day immediately prior to the date of grant. The grant date fair value was $32.0 thousand and the expense was recognized beginning in the second quarter of 2016. Each RSU vested on March 29, 2018 and represented the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU Agreement and the Plan.


On June 15, 2016, at the Company's annual meeting, the Company's shareholders approved a one-time stock option exchange for the CFO as an alternative to a direct repricing of options previously granted to the CFO. The stock option exchange allowed the Company to cancel 170.0 thousand stock options, including 20.0 thousand granted in January 2015, previously granted to the CFO in exchange for the grant of 90.0 thousand RSUs to the CFO. The RSUs vested over a period ending June 15, 2018. Each RSU represented the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU Agreement and the Plan. The CFO continued his employment with the Company through the end of the agreement and the related 90.0 thousand RSUs vested and became nonforfeitable. 


On March 28, 2018, the Company granted an aggregate of 18.0 thousand RSUs to six employees under the LTIP pursuant to RSU agreements. The grant date fair value is based on the Company's closing common stock price on the date one day prior to grant. The grant date fair value was $44.3 thousand and was recognized as expense beginning in the second quarter of 2018. Each RSU vests on March 26, 2021 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU agreements and the LTIP.


On March 28, 2018, the Company granted 40.6 thousand RSUs to the CEO under the LTIP pursuant to an RSU agreement. The grant date fair value is based on the Company's closing common stock price on the date one day prior to grant. The grant date fair value was $100.0 thousand and was recognized as expense beginning in the second quarter of 2018. Each RSU vests on March 26, 2021 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU agreement and the LTIP. 


On July 9, 2018, the Compensation Committee of the Board of Directors of the Company granted each of the four non-employee directors 13.2 thousand RSUs in accordance with an RSU Grant Agreement pursuant to the Company's 2009 LTIP, as amended. The grants followed the election of the non-employee directors at the annual meeting of shareholders of the Company on July 9, 2018. The grant date fair value is based on the Company's closing common stock price on the date one day prior to grant. The grant date fair value was $100.0 thousand and was recognized as expense beginning in the first quarter of 2018. Each RSU vests on July 9, 2019 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU agreement and the LTIP.


On March 15, 2019, the Company granted an aggregate of 30.0 thousand RSUs to six employees under the LTIP pursuant to RSU agreements. The grant date fair value is based on the Company's closing common stock price on the date one day prior to grant. The grant date fair value was $38.1 thousand and will be recognized as expense beginning in the second quarter of 2019. Each RSU vests on March 15, 2022 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU agreements and the LTIP.


On March 15, 2019, the Company granted 78.7 thousand RSUs to the CEO under the LTIP pursuant to an RSU agreement. The grant date fair value is based on the Company's closing common stock price on the date one day prior to grant. The grant date fair value was $100.0 thousand and will be recognized as expense beginning in the second quarter of 2019. Each RSU vests on March 15, 2022 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU agreement and the LTIP.  


Following is a summary of RSU activity:

Restricted Stock Units
 
Number of shares
(in thousands)
 
Weighted Average Remaining Contractual Term
 
Weighted Average Grant Date Fair Value
Outstanding at December 31, 2017

23


0.35 years


$
2.37

Granted

112


1.43 years



2.19

Vested

(23
)

years



2.37

Outstanding at December 31, 2018
 
112

 
1.43 years

 
$
2.19

Granted
 
109
 
 
2.71 years
 
 
 
1.27
 
Outstanding at June 30, 2019
 
221

 
1.81 years

 
$
1.74


Non-Equity Transactions:


Under a retention agreement with the Company's CFO dated March 25, 2016, the Company agreed to pay the CFO a bonus of $125.0 thousand on December 31, 2017 as long as he remained employed with the Company on that date. The December 31, 2017 bonus of $125.0 thousand was paid during the three month period ended March 31, 2018. 


On September 30, 2016, the Company entered into retention agreements ("Retention Agreements") with certain management employees (individually "Staff Member"). Under the Retention Agreements, if the Staff Member remained continuously employed by the Company through and including the date which is the first to occur of: (a) the date of a change in control of the Company; (b) the date the Staff Member is terminated without cause; and (c) December 31, 2017, the Company agreed to pay the Staff Member a bonus in an amount equal to 25% of the Staff Member's then-current annual base salary. The Company paid the retention amounts of $135.9 thousand during the three month period ended March 31, 2018.


On March 26, 2018, the Board appointed Todd L. Phillips as CEO of the Company. In connection with Mr. Phillips’ appointment as CEO, the Company entered into an Amended and Restated Employment Agreement with Mr. Phillips on March 26, 2018 (the “Employment Agreement”). The Employment Agreement is effective as of January 1, 2018, with the one year initial term ending on December 31, 2018. After expiration of the initial term, the term will be automatically extended for additional 12-month periods thereafter if neither party gives written notice to the other within 30 days before expiration of the original 12-month period or any renewal period thereafter of that party’s desire to terminate the Employment Agreement. As of the date of this filing, neither party has provided written notice to terminate the Employment Agreement. Pursuant to the Employment Agreement, Mr. Phillips will earn an annual base salary of $300,000, subject to adjustment by the Board. Mr. Phillips will be eligible to receive an annual performance-based bonus that provides him an opportunity to earn a target bonus equal to 50% of his then-current base salary. Pursuant to the Employment Agreement, Mr. Phillips is also entitled to receive annual equity compensation awards, consisting of RSUs and Options. Each award will consist of (A) that number of RSUs equal in Value (as defined in the Employment Agreement) on the date of the grant to 33.33% of Mr. Phillips’ base salary, and (B) that number of Options equal in Value (as defined in the Employment Agreement) on the date of the grant to 16.67% of Mr. Phillips’ base salary. The RSUs will be subject to three year cliff vesting, with the entire award vesting 36 months from the grant date. The Options will vest over a three year period, with 1/3 vesting on each annual anniversary of the grant date. The exercise price per share of the Options will be equal to the fair market value of the Company’s common stock on the grant date.


Other:


As of June 30, 2019 and December 31, 2018, the Company had unrecognized share-based compensation cost related to non-vested stock options in the amount of $75.0 thousand and $37.5 thousand, respectively. As of June 30, 2019 and December 31, 2018, the Company had unrecognized share-based compensation cost related to non-vested RSU awards in the amount of $210.7 thousand and $158.2 thousand, respectively.


Share-based compensation charged to operations relating to stock options and RSU awards was $56.9 thousand and $14.0 thousand for the three months ended June 30, 2019 and June 30, 2018, respectively. Share-based compensation charged to operations relating to stock options and RSU awards was $98.1 thousand and $23.0 thousand for the six months ended June 30, 2019 and June 30, 2018, respectively.