STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2012

STOCK-BASED COMPENSATION [Text Block]

10.        STOCK-BASED COMPENSATION

Stock Options

The Company has granted incentive and non-qualified stock options to its employees and directors under its 2006 Stock Incentive Plan. Stock options are generally granted at an exercise price equal to or greater than the quoted market price on the date of grant.

There are 5,662,160 stock options outstanding at September 30, 2012 issued pursuant to the Company’s 2006 Stock Incentive Plan. The outstanding options expire at various dates from 2012 to 2017. The Company did not grant any stock options during the three and nine month periods ended September 30, 2012. During the three and nine month periods ended September 30, 2012, the Company recognized $13,075 and $62,597, respectively, in compensation expense related to employee stock options that vest over time. The Company granted 1,194,743 and 2,739,243 stock options during the three and nine month periods ended September 30, 2011 respectively. During the three and nine month periods ended September 30, 2011, the Company recognized $55,511 and $159,206, respectively, in compensation expense related to employee stock options that vest over time.

As summarized in the following tables, during the three and nine month periods ended September 30, 2012, there were no stock options granted nor exercised, and 62,750 and 86,125 were cancelled or forfeited, respectively.

				Weighted
	Number of			Average
	Shares			Exercise Price
Three months ended September 30, 2012
Options outstanding at June 30, 2012	5,724,910		$	.34
Granted	-			-
Exercised	-			-
Cancelled/Forfeited	(62,750	)		.15
Options outstanding at September 30, 2012	5,662,160		$	.34

				Weighted
	Number of			Average
	Shares			Exercise Price
Nine months ended September 30, 2012
Options outstanding at December 31, 2011	5,748,285		$	.34
Granted	-			-
Exercised	-			-
Cancelled/Forfeited	(86,125	)		.16
Options outstanding at September 30, 2012	5,662,160		$	.34

The following table summarizes certain additional information about the Company’s total and exercisable stock options outstanding as of September 30, 2012:

		Weighted
		Average		Weighted
		Remaining		Average
	Number	Contractual		Exercise		Intrinsic
	Outstanding	Life in Years		Price		Value
Total stock options	5,662,160	3.10	$	.34	$	-
Exercisable stock options	4,843,663	3.06	$	.38	$	-

The closing price of the Company’s common stock on the OTC Pink Sheets Market on September 30, 2012 was $0.05 per share. Accordingly, the intrinsic values of total stock options and exercisable stock options as of September 30, 2012 was $0.

The following table summarizes the unvested stock options outstanding as of September 30, 2012:

				Weighted Average
				Grant Date
	Number of Shares			Fair Value
Three months ended September 30, 2012
Unvested options outstanding at June 30, 2012	1,271,995		$	.10
Granted	-			-
Vested	(398,248	)		.08
Cancelled/Forfeited	(55,250	)		.11
Unvested Options outstanding at September 30, 2012	818,497		$	.11

				Weighted Average
				Grant Date
	Number of Shares			Fair Value
Nine months ended September 30, 2012
Unvested options outstanding at December 31, 2011	1,526,620		$	.10
Granted	-			-
Vested	(635,998	)		.09
Cancelled/Forfeited	(72,125	)		.11
Unvested Options outstanding at September 30, 2012	818,497		$	.11

The total grant date fair value of options vested during the three and nine month periods ended September 30, 2012 was $33,333 and $60,127, respectively. The Company recognizes stock option compensation expense on stock options with a graded vesting schedule on a straight line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. As of September 30, 2012, 818,497 stock options remain unvested, which will result in $40,046 in compensation expense to be recognized during the next seven quarters.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted. There were no stock options granted during the nine month period ending September 30, 2012. The Company granted 1,194,743 and 2,739,243 options during the three and nine month period ended September 30, 2011. Given that the 500,000 stock options granted in the first quarter of 2011 were granted to one employee, the Chief Executive Officer of the Company, and the fact that the stock options vested in full as of the grant date, the Company utilized a 0% forfeiture rate for this stock option grant. The expected forfeiture rate of 8% for the stock options granted in the second quarter of 2011 was based on the Company’s historical forfeiture rate. The expected term of the options granted to employees is estimated using the formula set forth in SEC Staff Accounting Bulletin (“SAB”) No. 107. The risk-free interest rate is based upon the U.S. Treasury yield curve in effect at the date of grant and the expected volatility is based on the weighted historical volatility of the Company’s common stock and that of its peer group.

The fair values for the stock options granted during the nine month period ended September 30, 2011 were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	Nine months Ended
	September 30, 2011
Risk-free interest rate	0.33% to 0.87%
Expected life	2.5 to 3.3 years
Expected volatility	115% to 126%
Expected dividend yield	0%

Deferred Stock Units

During the three and nine months ended September 30, 2012, certain equity-based fees have been paid to the Company’s non-executive directors in the form of awards issued pursuant to the Company’s 2006 Stock Incentive Plan. The non-executive directors have limited rights, exercisable within applicable time limits, to elect to have any percentage of such awards, and any percentage of cash fees, payable in deferred stock units. Each of the Company’s non-executive directors exercised such rights in respect of the equity-based fees payable to him for the three and nine months ended September 30, 2012.

During the three and nine months ended September 30, 2012, Douglas Hamilton, the Chairman of the Company’s Audit Committee, received 210,525 and 518,650 deferred stock units, respectively; John Cook, the Chairman of the Company’s Compensation Committee, received 171,053 and 421,403 deferred stock units, respectively; Stephen Seymour, the Chairman of the Company’s Corporate Governance and Nominating Committee, received 171,053 and 421,403 deferred stock units, respectively. During the three and nine months ended September 30, 2012, the Company recognized expense of $26,250 and $78,750, respectively, related to the issuance of deferred stock units to its independent directors. The deferred stock units were granted under the 2006 Deferred Stock Unit Plan, which forms part of the Company’s 2006 Stock Incentive Plan. During the three and nine months ended September 30, 2012, 0 and 310,977 deferred stock units were converted into shares of the Company’s common stock, respectively. As of September 30, 2012, there were 3,189,717 deferred stock units outstanding.

During the three and nine months ended September 30, 2011, Douglas Hamilton, the Chairman of the Company’s Audit Committee, received 105,263 and 243,853 deferred stock units, respectively; John Cook, the Chairman of the Company’s Compensation Committee, received 85,526 and 198,130 deferred stock units, respectively; Stephen Seymour, the Chairman of the Company’s Corporate Governance and Nominating Committee, received 85,526 and 198,130 deferred stock units, respectively. During the three and nine months ended September 30, 2011, the Company recognized expense of $26,250 and $78,750, respectively, related to the issuance of deferred stock units to its independent directors. The deferred stock units were granted under the 2006 Deferred Stock Unit Plan, which forms part of the Company’s 2006 Stock Incentive Plan. During the three and nine months ended September 30, 2011, 0 and 280,357 deferred stock units were converted into shares of the Company’s common stock, respectively. As of September 30, 2011, there were 1,774,657 deferred stock units outstanding.