NOTE 8 – STOCK COMPENSATION

 

2011 Executive Incentive Compensation Plan

 

On March 28, 2011 the Board adopted and on May 19, 2011 the Company’s shareholders approved the Company’s 2011 Executive Incentive Compensation Plan (“2011 Incentive Plan”).  The 2011 Incentive Plan authorizes incentive awards to officers, key employees and non-employee directors in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, performance stock units (“deferred stock”), performance cash units, and other awards in stock, cash, or a combination of stock and cash.  Up to 1,000,000 shares of our Common Stock may be issued pursuant to awards under the 2011 Incentive Plan. 

 

During 2014, stock options covering 317,722 shares were awarded to key executive employees and non-employee directors, which options expire seven years from the date of award and vest 25% each year beginning one year after the date of award.  The Company also granted deferred stock awards of 43,824 shares to key employees during 2014 under the Company’s long-term incentive plan that vest over three years with the first vesting period at March 28, 2015. 

 

At December  31,  2014,  321,928 shares remained available for future issuance under the 2011 Incentive Plan.

 

Stock Option Plan for Directors

 

Shares of common stock are reserved for issuance to non-employee directors under options granted by the Company prior to 2011 under its Stock Option Plan for Non-Employee Directors (the “Director Plan”).  Under the Director Plan nonqualified stock options to acquire 3,000 shares of common stock were automatically granted to each non-employee director concurrent with annual meetings of shareholders in 2010 and earlier years and vested immediately. The exercise price of options granted was the fair market value of the common stock on the date of the respective shareholder meetings.  Options granted under the Director Plan expire 10 years from date of grant.   

 

The Director Plan was suspended as of May 19, 2011 to prohibit automatic option grants in 2011 in connection with seeking and receiving shareholder approval of the 2011 Incentive Plan,  at the 2011 Annual Meeting of Shareholders. As shareholder approval was received, the Board amended the Director Plan to prohibit any future option awards under that plan on August 11, 2011. No  stock options were granted to non-employee directors in 2014,  2013 and 2012.

 

Stock Plan

 

Under the Company’s 1992 Stock Plan (“the Stock Plan”), shares of common stock may be issued pursuant to stock options, restricted stock or deferred stock grants to officers and key employees. Exercise prices of stock options under the Stock Plan cannot be less than fair market value of the stock on the date of grant. Rules and conditions governing awards of stock options, restricted stock and deferred stock are determined by the Compensation Committee of the Board of Directors, subject to certain limitations in the Stock Plan. When seeking approval of the 2011 Incentive Plan at the 2011 Annual Meeting of Shareholders, the Company committed to amending the Stock Plan to prohibit the issuance of future equity awards if such approval was given. Effective August 11, 2011, the amendment to prohibit future stock options or other equity awards was approved by the Board.

 

At December 31,  2014 after reserving for stock options and deferred stock awards described in the two preceding paragraphs and adjusting for forfeitures and issuances during the year, there were 22,008 shares reserved for issuance under the Stock Plan. The Company did not award stock options or deferred stock under this plan in 2014.

 

Stock Options Outstanding

 

The following table summarizes changes in the number of outstanding stock options under the Director Plan and Stock Plan during the three years ended December 31, 2014. 

 

 

The fair value of awards issued under the Company’s stock option plan is estimated at grant date using the Black-Scholes option-pricing model.  The following table displays the assumptions used in the model.

 

 

Total unrecognized compensation expense was $423,000 as of December 31, 2014, which is expected to be recognized over the next 2.6 years.  The aggregate intrinsic value of all outstanding options, exercisable options, and options expected to vest (the amount by which the market price of the stock on the last day of the period exceeded the market price of the stock on the date of grant) was $56,000 based on the Company’s stock price at December 31, 2014.  The intrinsic value of options exercised during the year was $40,000, $38,000 and $59,000 in 2014,  2013 and 2012, respectively.  Net cash proceeds from the exercise of all stock options were $99,000,  $110,000 and $86,000 for 2014, 2013 and 2012, respectively.  The following table summarizes the status of stock options outstanding at December 31, 2014:

 

 

The Company receives an income tax benefit related to the gains received by officers and key employees who make disqualifying dispositions of stock received on exercise of qualified incentive stock options and on non-qualified options.  The amount of tax benefit received by the Company was $14,000, $14,000 and $21,000 in 2014,  2013 and 2012 respectively.  The tax benefit amounts have been credited to additional paid-in capital.

 

Deferred Stock Outstanding

 

The following table summarizes the changes in the number of deferred stock shares under the Stock Plan and 2011 Incentive Plan over the period December 31, 2011 to December 31,  2014:

 

 

The grant date fair value is calculated based on the Company’s closing stock price as of the grant date. As of December 31, 2014, the total unrecognized compensation expense related to the deferred stock shares was $342,000 and is expected to be recognized over a weighted-average period of 2.1 years.

 

Restricted Stock Units Outstanding

 

The following table summarizes the changes in the number of restricted stock units under the 2011 Incentive Plan over the period December 31, 2012 to December 31,  2014:

 

 

The grant date fair value is calculated based on the Company’s closing stock price as of the grant date. As of December 31, 2014, the total unrecognized compensation expense related to the restricted stock units was $61,000 and is expected to be recognized over a weighted-average period of 0.4 years.

 

Compensation Expense

 

Share-based compensation expense is recognized based on the fair value of awards granted over the vesting period of the award.  Share-based compensation expense/(income) recognized for 2014,  2013 and 2012 was $785,000, $ (81,000) and $303,000 before income taxes and $510,000, $ (53,000) and $197,000 after income taxes, respectively. Share-based compensation expense is recorded as a part of selling, general and administrative expenses.

 

Employee Stock Purchase Plan

 

Under the Company’s Employee Stock Purchase Plan (“ESPP”) employees are able to acquire shares of common stock at 90% of the price at the end of each current quarterly plan term.  The most recent term ended December 31,  2014.  The ESPP is considered compensatory under current rules.  At December 31,  2014, after giving effect to the shares issued as of that date, 21,483 shares remain available for purchase under the ESPP.

 

Employee  Stock  Ownership  Plan (ESOP)

 

All eligible employees of the Company participate in the ESOP after completing one year of service.  Contributions are allocated to each participant based on compensation and vest 30% after three years of service and incrementally thereafter, with full vesting after seven years.  At December 31, 2014, the ESOP held 557,375 shares of the Company’s common stock, all of which have been allocated to the accounts of eligible employees.  Contributions to the plan are determined by the Board of Directors and can be made in cash or shares of the Company’s stock. The 2014 ESOP contribution was $385,424 for which the Company will issue 36,707 shares in March 2015.  The 2013 ESOP contribution was $362,273 for which the Company issued 32,520 shares in 2014.  The Company’s 2012 ESOP contribution was $463,819 for which the Company issued 44,598 shares of common stock to the ESOP in 2013.