Stock Options and Shareholder Rights Plans

12 Months Ended

Dec. 31, 2012

Compensation Related Costs [Abstract]

STOCK OPTIONS AND SHAREHOLDER RIGHTS PLAN

STOCK OPTIONS AND SHAREHOLDER RIGHTS PLAN

On September 19, 2008, the Board of Directors and Stockholders of the Company adopted the 2008 Stock Option Plan (the "2008 Plan"), which allows the Company to grant up to 500,000 options to employees, officers, directors and consultants to purchase shares of the Company's Common Stock.  Options granted under the plan may be either Incentive Stock Options or Non-Qualified Stock Options.  Incentive Stock Options may be granted only to employees of the Company, while Non-qualified options may be issued to non-employee directors, consultants, and others, as well as to employees of the Company. There were no grants of options during the years ended December 31, 2012 or 2011.

Options generally vest over a three year period.  The Company did not record any stock option expense for the year ended December 31, 2012, and recorded approximately $17,000 in 2011.  As of December 31, 2011, the Company had recognized all remaining stock option expense for its outstanding stock options.

There were no options exercised in the year ending December 31, 2012.  The intrinsic value of outstanding and exercisable options at December 31, 2012 was approximately $153,000.

The following tables summarize activity under the stock option plans of the Company and the stock options outstanding at December 31, 2012:

	Weighted Average Exercise Price		Options Outstanding		Vested and Exercisable
Balance, December 31, 2010	$	1.62	587,965		549,824
Granted	—		—		—
Forfeited	1.39		(40,000	)	(40,000	)
Exercised	0.83		(122,000	)	(122,000	)
Vested	1.21		—		38,141
Balance, December 31, 2011	1.82		425,965		425,965
Granted	—		—		—
Forfeited	—		—		—
Exercised	—		—		—
Vested	—		—		—
Balance, December 31, 2012	$	1.82	425,965		425,965

The Company’s Board of Directors adopted a Shareholder Rights Plan (the “Plan”) in January 2003. Under the Plan, preferred stock purchase rights (each, a “Right”) were distributed as a dividend at the rate of one Right for each share of Common Stock outstanding as of the close of business on February 11, 2003 and automatically attach to shares issued thereafter. Each Right entitles the holder to purchase one one-hundredth of a share of newly created Series A Junior Participating Preferred Stock of the Company at an exercise price of $8.00 (the “Exercise Price”) per Right. In general, the Rights will be exercisable if a person or group (“Acquiring Person”) becomes the beneficial owner of 15% or more of the outstanding Common Stock of the

Company or announces a tender offer for 15% or more of the Common Stock of the Company. When the Rights become exercisable, a holder, other than the Acquiring Person, will have the right to receive upon exercise Common Stock having a value equal to two times the Exercise Price of the Right. If, after the Rights become exercisable, the Company is acquired in a merger or similar transaction, each Right will entitle the holder thereof, other than the Acquiring Person, to purchase, at the Exercise Price, shares of the acquiring corporation having a value equal to two times the Exercise Price of the Right. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding Common Stock of the Company, the Board of Directors of the Company may extinguish the Rights by exchanging one share of Common Stock or an equivalent security for each Right, other than Rights held by the Acquiring Person. The Board of Directors will in general be entitled to redeem the Rights for $.001 per Right at any time prior to any person or group becoming an Acquiring Person. The Rights expired on January 20, 2013.