NOTE 12 - STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2012

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

NOTE 12 - STOCK-BASED COMPENSATION

Stock Incentive Plans

Options and Warrants

We have two long-term incentive plans which we refer to as the 2000 Plan and the 2006 Plan. The 2000 Plan was terminated as to future grants when the 2006 Plan was approved by the stockholders in 2006. As of December 31, 2012, we have reserved for issuance under the 2006 Plan 11,000,000 shares of common stock. Certain options granted under the 2006 Plan to employees are intended to qualify as incentive stock options under existing tax regulations. In addition, we may issue non-qualified stock options and warrants under the 2006 Plan from time to time to non-employees, in connection with acquisitions and for other purposes and we may also issue restricted stock under the 2006 Plan. Stock options and warrants generally vest over two to five years and expire five to ten years from date of grant.

As of December 31, 2012, 5,322,083, or approximately 84.3%, of the 6,231,250 outstanding stock options and warrants granted under our option plans are fully vested.  During the year ended December 31, 2012, we did not grant options or warrants under the 2006 Plan.

We have issued warrants outside the 2006 Plan under various types of arrangements to employees, and in exchange for outside services.  All warrants issued to employees or consultants after our February 2007 listing on the NASDAQ Global Market have been characterized as awards under the 2006 Plan.  All warrants outside the 2006 Plan have been issued with an exercise price equal to the fair value of the underlying common stock on the date of grant. The warrants expire from five to seven years from the date of grant.  Vesting terms are determined by the board of directors or the compensation committee of the board of directors at the date of grant.

As of December 31, 2012, 1,502,898, or 100%, of all the outstanding warrants outside the 2006 Plan are fully vested.   During the year ended December 31, 2012, we did not grant warrants outside of our 2006 Plan.

The following summarizes all of our option and warrant transactions in 2012:

Outstanding Options and Warrants Under the 2006 Plan and 2000 Plan	Shares			Weighted Average Exercise price Per Common Share		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Balance, December 31, 2011		6,656,250		$	3.62
Granted		–			–
Exercised		–			–
Canceled or expired		(425,000	)		4.19
Balance, December 31, 2012		6,231,250			3.58		1.88	$	671,263
Exercisable at December 31, 2012		5,322,083			3.64		1.71		599,754

Non-Plan Outstanding Warrants	Shares			Weighted Average Exercise price Per Common Share		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Balance, December 31, 2011		2,502,898		$	2.58
Granted		–			–
Exercised		(250,000	)		2.52
Canceled or expired		(750,000	)		4.77
Balance, December 31, 2012		1,502,898			1.50		0.64	$	1,653,786
Exercisable at December 31, 2012		1,502,898			1.50		0.64		1,653,786

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on December 31, 2012 and the exercise price, multiplied by the number of in-the-money options or warrants, as applicable) that would have been received by the holder had all holders exercised their options or warrants, as applicable, on December 31, 2012. Total intrinsic value of options and warrants exercised during the years ended December 31, 2012, 2011 and 2010 was approximately $265,000, $606,000 and $1.3 million, respectively. As of December 31, 2012, total unrecognized stock-based compensation expense related to non-vested employee awards was approximately $903,000, which is expected to be recognized over a weighted average period of approximately 1.2 years.

The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model which takes into account as of the grant date the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The following is the average of the data used to calculate the fair value:

	Risk-free		Expected		Expected		Expected
	Interest Rate		Life		Volatility		Dividends
December 31, 2011		1.62%		3.4 years		91.94%		–
December 31, 2010		1.92%		3.2 years		90.65%		–

Because we lack detailed information about exercise behavior at this time, we have determined the expected term assumption under the “Simplified Method” as defined in ASC Topic 718, Stock Compensation. The expected stock price volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant with an equivalent remaining term. We have not paid dividends in the past and do not currently plan to pay any dividends in the near future.

The weighted-average grant date fair value of stock options and warrants granted during the years ended December 31, 2011 and 2010 was $1.92 and $1.46, respectively. No options or warrants were granted during the year ended December 31, 2012.

Restricted Stock Awards

The 2006 Plan permits the award of restricted stock. On January 3, 2012, we granted restricted stock awards (“awards”) for 525,000 shares of our common stock to certain employees and 200,000 shares of our common stock to non-employee directors of the Company. Of the awards granted, 241,667 were vested on the award date, 241,667 cliff vest after one year provided that the employees or non-employees remain continuously employed or engaged through the vesting date and 241,666 cliff vest after two years provided that the employees or non-employees remain continuously employed or engaged through the vesting date. We valued the awards based on the closing market price of our stock on January 3, 2012 which was $2.17 per share.

On May 15, 2012, we granted awards for 115,000 shares of our common stock to certain employees. Of the awards granted, 38,333 were vested on the award date, 38,333 cliff vest after one year provided that the employees remain continuously employed through the vesting date and 38,334 cliff vest after two years provided that the employees remain continuously employed through the vesting date. We valued the awards based on the closing market price of our stock on May 15, 2012 which was $3.12 per share.

On December 20, 2012, we granted awards for 200,000 shares of our common stock to certain non-employee directors of the Company. Of the awards granted, 66,667 were vested on the award date, 66,667 cliff vest after one year provided that the non-employee directors remain continuously engaged through the vesting date and 66,666 cliff vest after two years provided that the non-employee directors remain continuously engaged through the vesting date. We valued the awards based on the closing market price of our stock on December 20, 2012 which was $2.52 per share.

At December 31, 2012, the total unrecognized fair value of all restricted stock awards was approximately $1.0 million, which will be recognized over the remaining vesting period of 2.0 years.

In sum, of the 11,000,000 shares of common stock reserved for issuance under the 2006 Plan, at December 31, 2012, we had 7,213,750 option, warrants and shares of restricted stock outstanding and 3,786,250 available for grant.