SHARE-BASED COMPENSATION

9 Months Ended

Dec. 31, 2012

SHARE-BASED COMPENSATION [Abstract]

SHARE-BASED COMPENSATION

11. SHARE-BASED COMPENSATION

 

 

Share-Based Plans

We have share-based awards outstanding under the followingplans: (1) Amendment and Restatement of the 1998 Stock Incentive Plan (2003) (the "Amended LTIP (2003)"), (2) the 2008 Non-Employee Director Long-Term Incentive Plan ("2008 Director LTIP"), and (3) the 2008 Employee Long-Term Incentive Plan ("2008 Employee LTIP"). On September 13, 2012, our shareholders approved the 2012 Employee Long-Term Incentive Plan ("2012 Employee LTIP"), which has no awards outstanding as of December 31, 2012. Currently, awards are only issued under the 2008 Director LTIP and the 2008 Employee LTIP. All the share-based plans require the use of the previous trading day's closing price when the grant date falls on a date the stock was not traded.

For a summary of descriptions and vesting periods of the Amended LTIP (2003), the 2008 Director LTIP and the 2008 Employee LTIP discussed above, please refer to our 2012 Annual Report.

2012 Employee LTIP

Under the 2012 Employee LTIP, 750,000 shares were authorized for grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, or other share-based awards to ePlus employees. The 2012 Employee LTIP is administered by the Compensation Committee. Shares issuable under the 2012 Employee LTIP may consist of authorized but unissued shares or shares held in our treasury. Shares under the 2012 Employee LTIP will not be used to compensate our outside directors, who may be compensated under the separate 2008 Director LTIP, as discussed above. Under the 2012 Employee LTIP, the Compensation Committee will determine the terms and conditions of the awards.

Stock Option Activity

During the three and nine months ended December 31, 2012 and 2011, there were no stock options granted. A summary of stock option activity during the nine months ended December 31, 2012 is as follows:

	Number of Shares			Exercise Price Range		Weighted Average Exercise Price		Weighted Average Contractual Life Remaining (in years)		Aggregate Intrinsic Value
Outstanding, April 1, 2012		145,000		$	7.14 - $15.25	$	11.91
Options exercised (1)		(105,000	)	$	7.14 - $15.25	$	11.12
Outstanding, December 31, 2012		40,000		$	10.75 - $15.25	$	13.99		1.7	$	1,094,000
Vested at December 31, 2012		40,000				$	13.99		1.7	$	1,094,000
Exercisable at December 31, 2012		40,000				$	13.99		1.7	$	1,094,000

(1) The total intrinsic value of stock options exercised during the nine months ended December 31, 2012 was $2.9 million.

Additional information regarding stock options outstanding as of December 31, 2012 is as follows:

		Options Outstanding and Exercisable
Exercise Prices		Options Outstanding		Weighted Average Exercise Price per Share		Weighted Average Contractual Life Remaining (in years)
	$12.73		20,000	$	12.73		2.7
	$15.25		20,000	$	15.25		0.7
	$12.73 - $15.25		40,000	$	13.99		1.7

We issue shares from our authorized but unissued common stock to satisfy stock option exercises.  At December 31, 2012, all of our stock options are vested.

Restricted Stock Activity

For the nine months ended December 31, 2012, we granted 8,234 restricted shares under the 2008 Director LTIP, and 96,590 restricted shares under the 2008 Employee LTIP. A summary of the non-vested restricted shares is as follows:

	Number of Shares			Weighted Average Grant- date Fair Value
Nonvested April 1, 2012		276,130		$	20.75
Granted		104,824		$	32.67
Vested		(131,606	)	$	19.81
Forfeited		(1,167	)	$	20.17
Nonvested December 31, 2012		248,181		$	26.29

 

Upon each vesting period of the restricted stock awards, employees are subject to minimum tax withholding obligations. The 2008 Director LTIP and 2008 Employee LTIP allow us, at the participant's election, to withhold a sufficient number of shares due to the participant to satisfy their minimum tax withholding obligations. During the nine months ended December 31, 2012, we withheld 37,928 shares of common stock at a value of $1.3 million, which was included in treasury stock.

Compensation Expense

We recognize compensation cost for awards of restricted stock with graded vesting on a straight line basis over the requisite service period and estimate the forfeiture rate to be zero, based on historical experience. There are no additional conditions for vesting other than service conditions. During the three months ended December 31, 2012 and 2011, we recognized $917 thousand and $656 thousand, respectively, of total share-based compensation expense. During the nine months ended December 31, 2012 and 2011, we recognized $2.5 million and $1.7 million, respectively, of total share-based compensation expense. Unrecognized compensation expense related to non-vested restricted stock was $5.0 million, which will be fully recognized over the next 30 months.

We also provide our employees with a contributory 401(k) profit sharing plan. Employer contribution percentages are determined by us and are discretionary each year. The employer contributions vest pro-ratably over a four-year service period by the employees, after which, all employer contributions will be fully vested. For the three months ended December 31, 2012 and 2011, our contribution expense for the plan was approximately $221 thousand and $200 thousand, respectively. For the nine months ended December 31, 2012 and 2011, our contribution expense for the plan was approximately $686 thousand and $617 thousand, respectively.

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