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Share-Based Incentive Plans
12 Months Ended
Jun. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Incentive Plans

(6) SHARE‑BASED INCENTIVE PLANS

Stock Option Awards. We have established the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “2008 Plan”) and the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”), which allow for the granting of stock options to directors, officers and key employees of the Company, and certain other key individuals who perform services for us and our subsidiaries. Equity awards may no longer be granted under the 2008 Plan, but equity awards granted under the 2008 Plan are still outstanding.

 

On September 16, 2014, our Board of Directors adopted the Tuesday Morning Corporation 2014 Long-Term Incentive Plan (the “2014 Plan”), and the 2014 Plan was approved by our stockholders at the 2014 annual meeting of stockholders on November 12, 2014.  The 2014 Plan became effective on September 16, 2014, and the maximum number of shares reserved for issuance under the 2014 Plan, as amended, is 6.1 million shares plus any awards under the 2008 Plan (i) that were outstanding on September 16, 2014, and, on or after September 16, 2014, are forfeited, expired or are cancelled, and (ii) any shares subject to such awards that, on or after September 16, 2014 are used to satisfy the exercise price or tax withholding obligations with respect to such awards. Our Board of Directors also approved the termination of the Company’s ability to grant new awards under the 2008 Plan, effective upon the date of stockholder approval of the 2014 Plan, and no new awards will be made under the 2008 Plan.  On September 22, 2016, our Board of Directors adopted amendments to the 2014 Plan, which were approved at the 2016 Annual Meeting of Stockholders, to increase the number of shares of our common stock available for issuance under the 2014 Plan and to make additional amendments to the 2014 Plan to, among other things, remove liberal share recycling, reduce the number of shares exempt from minimum vesting, and eliminate discretion to accelerate vesting upon a change in control.  On August 22, 2017, our Board of Directors adopted a Second Amendment to the 2014 Plan that modified the minimum vesting provisions as they apply to non-employee directors.

 

The 2014 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock, or a combination of cash and shares of common stock.  Under the 2014 Plan, stock options may not vest earlier than one year after the date of grant. “Full Value Awards” (i.e., restricted stock or restricted stock units) that constitute performance awards must vest no earlier than one year after the date of grant and Full Value Awards that constituted “Tenure Awards” (i.e., awards that vest upon passage of time) may not vest earlier than over the three-year period commencing on the date of grant (other than awards to non-employee directors which may not vest earlier than one year from the date of grant).  The Compensation Committee of our Board of Directors may grant only stock options or Full Value Awards with vesting conditions that are more favorable than the foregoing restrictions with respect to up to 5% of the shares of common stock authorized under the 2014 Plan (referred to in the 2014 Plan as “exempt shares”).  

On November 16, 2016, our stockholders approved amendments to the 2014 Plan to increase the number of shares of the Company’s common stock available for issuance under the 2014 Plan by 2,500,000 shares and to make additional amendments to the 2014 Plan, including (i) reducing the percentage of shares exempt from the minimum vesting requirements under the 2014 Plan, (ii) adding a clawback policy, (iii) generally eliminating the discretion of the Board of Directors to accelerate the vesting of outstanding and unvested awards upon a change of control and (iv) providing that certain shares surrendered in payment of the exercise price of awards or withheld for tax withholding would count against the shares available under the 2014 Plan.

Stock options were awarded with a strike price at a fair market value equal to the closing price of our common stock on the date of the grant under the 2008 Plan and the 2014 Plan.

Options granted under the 2008 Plan and the 2014 Plan typically vest over periods of one to four years and expire ten years from the date of grant. Options granted under the 2008 Plan and the 2014 Plan may have certain performance requirements in addition to service terms. If the performance conditions are not satisfied, the options are forfeited. The exercise prices of stock options outstanding on June 30, 2020, range between $1.64 per share and $20.91 per share.  The 2008 Plan terminated as to new awards as of September 16, 2014. There were 2.8 million shares available for grant under the 2014 Plan at June 30, 2020.

Following is a summary of transactions relating to the 2008 Plan and 2014 Plan options for the fiscal years ended June 30, 2020, 2019, and 2018 (share amounts and aggregate intrinsic value in thousands):

 

 

 

Number of

Shares

 

 

Weighted-Average

Exercise

Price

 

 

Weighted-Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value

 

Options Outstanding at June 30, 2017

 

 

3,516

 

 

 

7.02

 

 

 

7.86

 

 

 

2

 

Granted during year

 

 

621

 

 

 

2.46

 

 

 

 

 

 

 

 

 

Exercised during the year

 

 

(3

)

 

 

1.24

 

 

 

 

 

 

 

 

 

Forfeited or expired during year

 

 

(177

)

 

 

7.21

 

 

 

 

 

 

 

 

 

Options Outstanding at June 30, 2018

 

 

3,957

 

 

 

6.30

 

 

 

7.21

 

 

 

475

 

Granted during year

 

 

537

 

 

 

3.22

 

 

 

 

 

 

 

 

 

Exercised during the year

 

 

(3

)

 

 

2.10

 

 

 

 

 

 

 

 

 

Forfeited or expired during year

 

 

(793

)

 

 

7.38

 

 

 

 

 

 

 

 

 

Options Outstanding at June 30, 2019

 

 

3,698

 

 

 

5.63

 

 

 

7.10

 

 

 

 

Granted during year

 

 

12

 

 

 

1.64

 

 

 

 

 

 

 

 

 

Exercised during the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired during year

 

 

(1,015

)

 

 

6.22

 

 

 

 

 

 

 

 

 

Options Outstanding at June 30, 2020

 

 

2,695

 

 

 

5.33

 

 

 

6.11

 

 

 

 

Options Exercisable at June 30, 2020

 

 

1,920

 

 

$

6.11

 

 

 

5.54

 

 

$

 

 

The weighted average grant date fair value of stock options granted during the fiscal years ended June 30, 2020, 2019, and 2018, was $0.83 per share, $1.71 per share, and $1.22 per share, respectively. There is no intrinsic value of vested unexercised options at June 30, 2020. 

There were options to purchase zero, 3,105 and 3,000 shares of our common stock, which were exercised during the fiscal years ended June 30, 2020, 2019 and 2018, respectively. The aggregate intrinsic value of stock options exercised was $0, $1,800, and $3,700 during the fiscal years ended June 30, 2020, 2019, and 2018, respectively. At June 30, 2020, we had $0.7 million of total unrecognized share‑based compensation expense related to stock options that is expected to be recognized over a weighted average period of 1.59 years.

The following table summarizes information about stock options outstanding at June 30, 2020:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Number

Outstanding

 

 

Weighted Average

Remaining

Contractual Life

(Years)

 

Weighted

Average

Exercise Price

Per Share

 

 

Number

Exercisable

 

 

Weighted

Average

Exercise

Price

Per Share

 

$1.64 - $2.10

 

 

195,671

 

 

7.09

 

$

2.03

 

 

 

105,383

 

 

$

2.07

 

$2.45 - $2.45

 

 

365,778

 

 

7.22

 

 

2.45

 

 

 

182,894

 

 

 

2.45

 

$3.12 - $3.12

 

 

18,750

 

 

6.32

 

3.12

 

 

 

11,250

 

 

 

3.12

 

$3.25 - $3.25

 

 

481,823

 

 

8.03

 

3.25

 

 

 

121,164

 

 

 

3.25

 

$3.95 - $5.59

 

 

169,803

 

 

4.70

 

4.66

 

 

 

137,301

 

 

 

4.74

 

$5.64 - $5.64

 

 

376,101

 

 

5.59

 

5.64

 

 

 

376,101

 

 

 

5.64

 

$5.95 - $5.95

 

 

342,825

 

 

4.56

 

5.95

 

 

 

342,825

 

 

 

5.95

 

$6.58 - $6.58

 

 

22,615

 

 

5.88

 

6.58

 

 

 

22,615

 

 

 

6.58

 

$6.71 - $6.71

 

 

387,117

 

 

6.15

 

6.71

 

 

 

290,683

 

 

 

6.71

 

$7.90 - $20.91

 

 

334,133

 

 

4.37

 

11.24

 

 

 

329,430

 

 

 

11.29

 

 

 

 

2,694,616

 

 

6.11

 

 

5.33

 

 

 

1,919,646

 

 

 

6.11

 

 

Restricted Stock Awards—The 2008 Plan and the 2014 Plan authorize the grant of restricted stock awards to directors, officers, key employees and certain other key individuals who perform services for us and our subsidiaries. Equity awards may no longer be granted under the 2008 Plan, but restricted stock awards granted under the 2008 Plan are still outstanding. Restricted stock awards are not transferable, but bear certain rights of common stock ownership including voting and dividend rights. Shares are valued at the fair market value of our common stock at the date of award. Shares may be subject to certain performance requirements. If the performance requirements are not met, the restricted shares are forfeited. Under the 2008 Plan and the 2014 Plan, as of June 30, 2020, there were 1,979,480 shares of restricted stock and 1,309,305 restricted stock units outstanding with award vesting periods, both performance-based and service-based, of one to four years and a weighted average grant date fair value of $2.43 and $1.85 per share, respectively.

The following table summarizes information about restricted stock awards outstanding for the fiscal years ended June 30, 2020, 2019, and 2018 (share amounts in thousands):

 

  

 

Number of

Shares

 

 

Weighted-

Average

Fair Value at

Date of Grant

 

Outstanding at June 30, 2017

 

 

1,090

 

 

$

6.57

 

Granted during year

 

 

981

 

 

 

2.44

 

Vested during year

 

 

(398

)

 

 

6.81

 

Forfeited during year

 

 

(240

)

 

 

4.94

 

Outstanding at June 30, 2018

 

 

1,433

 

 

$

3.95

 

Granted during year

 

 

1,037

 

 

 

3.09

 

Vested during year

 

 

(421

)

 

 

4.59

 

Forfeited during year

 

 

(209

)

 

 

3.63

 

Outstanding at June 30, 2019

 

 

1,840

 

 

$

3.36

 

Granted during year

 

 

1,480

 

 

 

1.63

 

Vested during year

 

 

(505

)

 

 

3.55

 

Forfeited during year

 

 

(836

)

 

 

2.38

 

Outstanding at June 30, 2020

 

 

1,979

 

 

$

2.43

 

 

Performance-Based Restricted Stock Awards and Performance-Based Stock Option Awards.  As of June 30, 2020, there were 989,093 unvested performance-based restricted stock awards and performance-based stock options outstanding under the 2014 Plan, which are included in the respective stock option and restricted stock tables above.

 

 

Share-based compensation costs: We recognized share‑based compensation costs as follows (in thousands):

 

 

 

Fiscal Years Ended June 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Amortization of share-based compensation during the period

 

$

2,555

 

 

$

3,488

 

 

$

3,349

 

Amounts capitalized in inventory

 

 

(681

)

 

 

(1,114

)

 

 

(1,280

)

Amount recognized and charged to cost of sales

 

 

846

 

 

 

1,162

 

 

 

1,364

 

Amounts charged against income for the period before tax

 

$

2,720

 

 

$

3,536

 

 

$

3,433