Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation Plan

v2.4.0.6
Stock-Based Compensation Plan
12 Months Ended
Dec. 31, 2011
Stock-Based Compensation Plan [Abstract]  
Stock-Based Compensation Plan

NOTE 11. STOCK-BASED COMPENSATION PLAN

Under the Company's 2005 Stock Incentive Plan (the "2005 Plan"), the Board of Directors has flexibility to determine the type and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The 2005 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted units. The aggregate number of shares of common stock that may be granted through awards under the 2005 Plan to any employee in any calendar year may not exceed 500 shares. The 2005 Plan will continue in effect until June 2015 unless terminated sooner. As of December 31, 2011, the number of shares authorized and reserved for issuance under the 2005 Plan is 4,874, subject to an automatic annual increase equal to 4% of the total number of shares of the Company's outstanding common stock.

During the year ended December 31, 2011, the Company issued 233 stock options, under the Company's 2005 Plan, to directors and employees of the Company. Of the 233 options issued, 40 will vest in four equal consecutive quarterly tranches from the date of grant, 38 will vest in three installments as follows: 15 shares shall vest on December 31, 2012 and the remaining shares shall vest equally on December 31, 2013 and December 31, 2014. The remaining 155 options granted will vest in three installments as follows: 62 shares shall vest on December 31, 2013 and the remaining shares shall vest equally on December 31, 2014 and December 31, 2015.

For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Options Granted:                                
    2011     2010         2009      
Number of Options   233     100     540     64       60  
Option Vesting Period   1 - 5 Years     Immediate     1 - 4.5 Years     Immediate       1 Year
Grant Price $ 6.22 - $8.86   $ 6.85   $ 6.25 - $6.85   $ 4.06     $ 4.00  
Dividend Yield   0.00 %   0.00 %   0.00 %   0.00 %     0.00 %
Expected Volatility (a)   55.80% - 59.60%     54.60% - 71.70%     53.00% - 55.10%     33.83 %     31.51 %
Risk-free Interest Rate   1.41% - 2.92%     0.34% - 2.10%     1.58% - 2.75%     0.97 %     2.86 %
Expected Life (Years)   5.31 - 6.95     1.29 - 5.00     5.31 - 6.45     1.50       5.31  
Weighted Average Fair Value $ 3.65 - $5.04   $ 2.18 - $3.33   $ 3.26 - $3.83   $ 0.69     $ 1.36  
Aggregate Fair Value $ 987   $ 287   $ 2,028   $ 44     $ 82  

 

(a)      Since the Company's historical volatility was not representative of the ongoing future business, the Company's historical volatility was based on a combination of the Company's volatility and the historical volatility of a peer group of companies within similar industries and similar size as the Company.

Using these assumptions, the fair value of the stock options granted during the years ended December 31, 2011, 2010, and 2009 was $987, $2,315, and $126, respectively, which is being amortized over the vesting period of the options.

On May 28, 2010, the Company entered into a restricted stock award agreement with Mr. Warren B. Kanders. On January 17, 2011, the Company granted to Mr. Kanders a seven-year restricted stock award of 250 shares of common stock pursuant to the Company's 2005 Plan, which award will vest on the date the Fair Market Value (as defined in the 2005 Plan) of the Company's common stock shall have equaled or exceeded $14.00 per share for 20 consecutive trading days. For computing the fair value of the 250 seven-year restricted stock-based awards, the fair value of each restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the following assumptions:

Restricted Stock Granted:            
    2011     2010  
Number issued   250     500  
Vesting Period   $14.00 Stock Price target     $10.00 - $12.00 Stock Price target  
Grant Price $ 7.34   $ 6.85  
Dividend Yield   0.00 %   0.00 %
Expected Volatility (a)   58.00 %   56.60 %
Risk-free Interest Rate   2.64 %   2.88 %
Expected Life (Years)   1.90     1.12 - 1.62  
Weighted Average Fair Value $ 6.27   $ 5.83 - $6.13  
Aggregate Fair Value $ 1,567   $ 2,990  

 

(a)      Since the Company's historical volatility was not representative of the ongoing future business, the Company's historical volatility was based on a combination of the Company's volatility and the historical volatility of a peer group of companies within similar industries and similar size as the Company.

Using these assumptions, the fair value of the restricted stock awards granted during the years ended December 31, 2011 and 2010 was $1,567 and $2,990, respectively, which is being amortized over the expected life of the award.

The total non-cash stock compensation expense related to stock options and restricted stock recorded by the Company and the Predecessor was as follows:

            Year Ended December 31,    
    2011       2010 2009  
 
Restricted stock $     2,462 $ 2,292 $ 268
Restricted stock units       -   683   -
Stock options       629   1,989   222
Stock subscription expense       -   145   -
Total     $ 3,091 $ 5,109 $ 490
 
 
            Predecessor Company  
            Period from July 1, Year Ended June 30,
            2009 to May 28, 2009  
 
Deferred compensation         $ 1,172 $ 72
Stock options           132   16
Total         $ 1,304 $ 88

 

A summary of changes in outstanding options during the year ended December 31, 2011 is as follows:

        Weighted    
        Average    
        Exercise Restricted Restricted
  Options     Price Stock Stock Units
Outstanding at December 31, 2010 2,428   $ 7.07 500 92
 
Granted 233     7.56 250 -
Exercised (25 )   6.01 - -
Expired -       - -
Forfeited (48 )   6.85 - -
Outstanding at December 31, 2011 2,588   $ 7.13 750 92
 
Options exercisable at December 31,            
2011 1,933   $ 7.17    

 

The following table summarizes the exercise price range, weighted average exercise price, and remaining contractual lives by significant ranges for options outstanding and exercisable as of December 31, 2011:

            Weighted
            Average
        Remaining   Exercise
  Exercise Price Range Outstanding Exercisable Life In Years   Price
$ 4.00 - $7.47 1,510 953 6.2 $ 5.62
$ 7.48 - $10.00 1,078 980 5.0 $ 8.67
    2,588 1,933 5.9 $ 7.17

 

The fair value of unvested restricted stock awards is determined based on the market price of our shares of common stock on the grant date. As of December 31, 2011, there were 655 unvested stock options and unrecognized compensation cost of $1,898 related to unvested stock options, as well as 750 unvested restricted stock awards and unrecognized compensation cost of $739 related to unvested restricted stock awards.