Note 12 - Stock Based Compensation

12 Months Ended

Dec. 31, 2011

Notes To Financial Statements

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

12.   Stock Based Compensation

On December 19, 1997, the Company’s stockholders approved the Merisel Inc. 1997 Stock Award and Incentive Plan (the “1997 Plan”).  On December 3, 2008, the Company’s stockholders approved the Merisel, Inc. 2008 Stock Award and Incentive Plan (the “2008 Plan”).  Under both the 1997 Plan and the 2008 Plan, incentive stock options and nonqualified stock options as well as other stock-based awards may be granted to employees, directors, and consultants.  The 1997 Plan authorized the issuance of an aggregate of 800,000 shares of Common Stock less the number of shares of Common Stock that remain subject to outstanding option grants under any of the Company’s other stock-based incentive plans for employees after December 19, 1997 and are not either canceled in exchange for options granted under the 1997 Plan or forfeited.  The 2008 Plan authorized the issuance of an aggregate of 500,000 shares of Common Stock, less the same limit for outstanding options.  At December 31, 2011, 51,839 shares were available for grant under the 1997 Plan, and 500,000 shares were available for grant under the 2008 Plan.  The grantees, terms of the grant (including option prices and vesting provisions), dates of grant and number of shares granted under the plans are determined primarily by the Board of Directors or the committee authorized by the Board of Directors to administer such plans, although incentive stock options are granted at prices which are no less than the fair market value of the Company's Common Stock at the date of grant.

Stock Options

The Company awarded 300,000 stock options to its Chief Executive Officer in November 2004 under the 1997 Plan.  There have been no stock options granted since November 2004 grant through December 31, 2011. There was no related compensation expense for the years ended December 31, 2009, 2010, and 2011. As of December 31, 2011, 300,000 options remain outstanding under the 1997 Plan.

The following summarizes the aggregate activity in all of the Company’s plans for the three years ended December 31, 2011:

	2009				2010				2011
	Shares		Weighted Average Exer. Price		Shares		Weighted Average Exer. Price		Shares		Weighted Average Exer. Price
Outstanding at beginning of year		300,000		8.33		300,000		8.33		300,000		8.33
Granted		-		N/A		-		N/A		-		N/A
Exercised		-		N/A		-		N/A		-		N/A
Canceled		-		N/A		-		N/A		-		N/A
Outstanding at end of year		300,000		8.33		300,000		8.33		300,000		8.33
Options exercisable at year end		300,000				300,000				300,000
Weighted average fair value  at date of grant of options  granted during the year		N/A				N/A				N/A

There is no total intrinsic value of options outstanding or exercisable at December 31, 2011.

Restricted Stock Grants

On December 13, 2006, the Company awarded 185,500 shares of restricted stock to key officers and employees under the 1997 Plan. Compensation expense, measured by the fair value at the grant date of the Company’s common stock issuable in respect of the units, was recorded over the related three-year vesting period starting in December 2006. Compensation expense was $180 for the year ended December 31, 2009. There was no expense for the years ended December 31, 2010 and 2011.

During 2007, the Company awarded 17,500 shares of restricted stock to key officers and employees under the 1997 Plan. Compensation expense, measured by the fair value at the grant date of the Company’s common stock issuable in respect of the units, will be recorded over the related three-year vesting period. Compensation expense was $10 and $4 for the years ended December 31, 2009 and 2010, respectively. There was no expense for the year ended December 31, 2011.

The Company has not awarded any restricted stock grants since August 2007. As of December 31, 2011, all restricted stock grants were fully vested. As of December 31, 2011, there was no unrecognized compensation cost related to nonvested restricted share-based compensation arrangements.

Benefit Plan

The Company offers a 401(k) savings plan under which all employees who are 21 years of age with at least 30 days of service are eligible to participate. The plan permits eligible employees to make contributions up to certain limitations, with the Company matching certain of those contributions at the discretion of the Board of Directors. In January 2009, the Board of Directors elected to discontinue the Company’s matching contribution. The Company's contributions vest 25% per year. The Company contributed $20, $0 and $0 to the plan during the years ended December 31, 2009, 2010 and 2011, respectively. The contributions to the 401(k) plan were in the form of cash.

Stock Repurchase Program

The Company announced various Board of Directors authorizations to repurchase shares of the Company’s common stock from time to time in the open market or otherwise. On August 14, 2006, the Company announced that its Board of Directors had authorized the expenditure of up to an additional $2,000 for repurchases of its common stock at a maximum share price to be determined by the Board of Directors from time to time.  As of December 31, 2011, the Company had repurchased a total of 1,238,887 shares, for an aggregate cost of $1,944, which shares have been reflected as treasury stock in the accompanying consolidated balance sheets. The Company did not repurchase any shares during 2010 or 2011. During 2009, the Company purchased 150,706 shares at an aggregate cost of $136.  The Company’s agreement with PNC dated August 13, 2010, does not allow for the repurchase of the Company’s common stock.