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Note 3 - Stock-Based Compensation Plans and Warrants
3 Months Ended
Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 3 – STOCK-BASED COMPENSATION PLANS AND WARRANTS


The Company has issued options and has granted stock awards pursuant to its 2003 Management Equity Incentive Plan, 2007 Management Equity Incentive Plan, and 2009 Equity Incentive Plan. The Company has also granted stock awards pursuant to its 2009 Equity Incentive Plan and Outside Director Compensation Plan, as described below


2003 Management Equity Incentive Plan 


In December 2003, concurrently with the completion of the Company’s then current financing arrangements with ING, the Company’s board of directors authorized the adoption of a Management Equity Incentive Plan. As of March 31, 2014, a total of 315,000 common stock options remain outstanding under this plan.


Outside Director Compensation Plan


The Cadiz Inc. Outside Director Compensation Plan was approved by Cadiz stockholders in November 2006. Under the plan, each outside director receives $30,000 of cash compensation and receives a deferred stock award consisting of shares of the Company’s common stock with a value equal to $20,000 on June 30 of each year. The award accrues on a quarterly basis, with $7,500 of cash compensation and $5,000 of stock earned for each fiscal quarter in which a director serves. The deferred stock award vests automatically on the January 31st which first follows the award date.


2007 Management Equity Incentive Plan


The 2007 Management Equity Incentive Plan was approved by stockholders at the 2007 Annual Meeting. In November 2013, unexercised options to purchase 10,000 shares were forfeited and became available for future awards under the terms of the 2007 Management Equity Incentive Plan. As of March 31, 2014, no common stock options remain outstanding under this plan.


2009 Equity Incentive Plan


The 2009 Equity Incentive Plan was approved by stockholders at the 2009 Annual Meeting. The plan provides for the grant and issuance of up to 850,000 shares and options to the Company’s employees and consultants. The plan became effective when the Company filed a registration statement on Form S-8 on December 18, 2009. All options issued under the 2009 Equity Incentive Plan have a ten-year term with vesting periods ranging from issuance date to 24 months. Under the plan, a total of 537,500 common stock purchase options have been issued. In November 2013, unexercised options to purchase 10,000 shares were forfeited and became available for future awards under the terms of the 2009 Equity Incentive Plan. As of March 31, 2014, 527,500 common stock options remain outstanding under this plan.


All options that have been issued under the above plans have been issued to officers, employees and consultants of the Company. In total, options to purchase 842,500 shares were unexercised and outstanding on March 31, 2014, under the three equity incentive plans.


The Company recognized no stock option related compensation costs in the three months ended March 31, 2014, and $41,000 in the three months ended March 31, 2013. No options were exercised during the three months ended March 31, 2014.


Stock Awards to Directors, Officers, and Consultants


The Company has granted stock awards pursuant to its 2007 Management Equity Incentive Plan, 2009 Equity Incentive Plan and Outside Director Compensation Plan.


Under the 2007 Management Equity Incentive Plan, 250,000 shares were issued. A 150,000-share award was issued that vested in three equal installments on January 1, 2008, January 1, 2009, and January 1, 2010. Of the remaining 100,000 shares reserved under the 2007 Management Equity Incentive Plan, 10,000 were issued as options as described above, and 90,000 were issued as shares that vested in May 2009 consistent with the terms of the agreements pursuant to which those executives provided services to the Company.


Of the total 850,000 shares reserved under the 2009 Equity Incentive Plan, 115,000 restricted shares of common stock were granted on January 14, 2010, and 140,000 restricted shares of common stock were granted on January 10, 2011, consistent with the terms of the agreements pursuant to which those executives provide services to the Company and which contemplate that such executives will participate in the Company’s long-term incentive plans. The recipients of these restricted shares have a contractual agreement not to sell any of these shares for a period of three years following the effective date. Of the remaining 595,000 shares reserved under the 2009 Equity Incentive Plan, 42,265 shares of common stock were awarded to directors, 527,500 were issued as options as described above and 25,235 are available for future distribution as of March 31, 2014.


Under the Outside Director Compensation Plan, 92,782 shares have been awarded for the plan years ended June 30, 2006, through June 30, 2013. Of the 92,782 shares awarded, 19,483 shares awarded for services during the plan year ended June 30, 2013, became effective on that date and vested on January 31, 2014.


The Company recognized stock-based compensation costs of $30,000 and $25,000 for the three months ended March 31, 2014 and 2013, respectively.  


Stock Purchase Warrants Issued to Non-Employees


The Company accounts for equity securities issued to non-employees in accordance with the provisions of ASC 505.


On November 30, 2011, the Company raised $6 million with a private placement of 666,667 shares of Common Stock at a price of $9 per share. For every three (3) shares of Common Stock issued, the Company issued one (1) Common Stock purchase warrant entitling the holder to purchase, commencing 90 days from the date of the issuance and prior to December 8, 2014, one (1) share of Common Stock at an exercise price of $13 per share.


On October 30, 2012, the Company increased the capacity of its then existing Term Loan facility with an additional $5 million facility. Concurrently with the funding of the facility, the Company issued warrants to the lenders to purchase an aggregate of 250,000 shares of its common stock. These warrants have an exercise price of $10 per share and must be exercised not later than two years from the date of issuance.


As of March 31, 2014, 472,222 warrants remain outstanding.