Stock Incentive Plan

12 Months Ended

Feb. 28, 2013

Stock Incentive Plan [Abstract]

Stock Incentive Plan

10. Stock Incentive Plan

The fair value of the Company’s stock options granted during the last two fiscal years was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:

	Years Ended
	February 28, 2013			February 29, 2012
Expected life (years) (1)		6.0			6.0
Expected volatility (2)		165	%		160	%
Risk-free interest rate (3)		0.8	%		1.1	%
Expected dividends		None			None

(1) The option term was determined using the simplified method for estimating expected option life, which qualify as “plain-vanilla” options.

(2) The stock volatility for each grant is measured using the weighted average of historical daily price changes of the Company’s Common Stock over the most recent period equal to the expected option life of the grant, adjusted for activity which is not expected to occur in the future.

(3) The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the time of grant.

As of February 28, 2013, there was approximately $5 thousand of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2 years.

In February 1997, the Company’s Board of Directors adopted the 1997 Stock Incentive Plan (the “1997 Plan”). The 1997 Plan provided for the grant of incentive and non-qualified stock options, restricted stock, stock appreciation rights (“SARs”), and performance share awards to certain key employees (including officers, whether or not directors) of the Company or its subsidiaries. The Company received director and stockholder approval to grant options and other awards with respect to 275,000 shares of Common Stock under the 1997 Plan. Awards under the Plan generally vest after six months and become exercisable over a two to four-year period, or as determined by the Compensation Committee of the Board of Directors. Stock options generally remain exercisable for a period of ten years from the date of grant. The Board of Directors has also granted non-qualified stock options to purchase Common Stock to each of the Company’s non-employee directors. The non-employee directors are granted 250 options each when elected and 250 each upon their re-election to the Board of Directors at the Company’s Annual Meeting each year. The directors’ options generally become exercisable in equal annual amounts over three years.

In June 2008, the Company’s Board of Directors adopted (and the stockholders subsequently approved) the 2008 Stock Incentive Plan (the “2008 Plan”), which effectively is an extension of the 1997 Plan for an additional five years. The 2008 Plan’s aggregate share limit is 129,747 shares. Upon the adoption of the 2008 Plan, options can no longer be granted under the 1997 Plan.

On March 13, 2009, the Company’s Board of Directors granted (and the stockholders subsequently approved) a stand-alone Stock Option Agreement (the “Agreement”) specific to Steven G. Murdock, granting him an option to purchase 37,500 shares of the Company’s Common Stock at an exercise price of $4.40 per share.

Option activity under these plans and Agreement (the “Option Plans”) during fiscal years 2013 and 2012 was as follows:

	Option Shares			Weighted Average Exercise Price
Options outstanding at February 28, 2011		78		$	12.71
Granted		1			4.39
Forfeited		(2	)		(57.57	)
Options outstanding at February 29, 2012		77			11.11
Granted		1			3.75
Forfeited		(7	)		39.37
Options outstanding at February 28, 2013		71			8.22

	At February 28, 2013
	Options Outstanding						Options Exercisable
	Number of Options (In thousands)		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number of Options (In thousands)		Weighted Average Exercise Price
$3.01 – $4.74		65		6.1 years	$	4.38		64	$	4.39
$15.00 – $57.20		4		2.9 years	$	45.90		4	$	45.90
$61.00 – $70.60		2		1.2 years	$	63.79		2	$	63.79
		71						70

The exercise prices of certain options granted to employees was equal to the market price at the grant date. The exercise price of certain other options granted to employees was less than the market price at the grant date. Options granted to employees generally become exercisable 33% or 25% after one year and ratably over the following 24 to 36 months, respectively, or as otherwise determined by the Board of Directors. The option prices under the 1997 Plan range from $3.00 to $70.60 per share and are exercisable over periods ending no later than 2021.

On June 29, 2011, each of the Executive Officers was granted a restricted stock award (an “Award”) pursuant to the Company’s form of Restricted Stock Agreement under the Company’s 2008 Stock Incentive Plan. The Awards to Mr. Murdock and Mr. Elwood were in the amounts of 37,500 shares of Common Stock and 25,000 shares of Common Stock, respectively. Each Award vests in ten equal installments with the first installment vesting on June 29, 2012 and the remainder vesting on each of the next nine consecutive anniversaries; provided, however, if the Company subsequently achieves net income for any fiscal year of the Company (but excluding the Company’s fiscal years 2019, 2020 and 2021), as shown on the Company’s audited consolidated financial statements for such fiscal year, the vesting of the Award shall accelerate such that the number of shares of the Award which are unvested at the end of such fiscal year shall vest in three substantially equal installments over the then next three consecutive anniversaries of the date of the Award.

On August 10, 2012, each of the Company’s U.S. employees, including the Executive Officers, were granted restricted stock awards (the “Awards”) pursuant to the Company’s form of Restricted Stock Agreement under the Company’s 2008 Stock Incentive Plan. The Awards were in the aggregate amount of 76,250 shares of Common Stock. Each award vests in three equal installments with the first installment vesting on August 10, 2013 and the remainder vesting on each of the two succeeding anniversaries.

Included in general and administrative expenses during the fiscal years ended February 28, 2013 and February 29, 2012, was $77 thousand and $20 thousand, respectively, of compensation expense attributable to the vesting of restricted stock.