12.

Stock Options and Award Programs

The Company’s stock incentive plan is administered by the Compensation Committee and authorizes the grant or award of incentive stock options, non-qualified stock options, restricted stock awards, stock appreciation rights, dividend equivalent rights, performance unit awards and phantom shares. The Company issues new shares of common stock upon the exercise of stock options. Any shares associated with options forfeited are added back to the number of shares that underlie stock options to be granted under the stock incentive plan. The Company has issued restricted stock awards and non-qualified stock option awards as described below.

Restricted Stock Awards

On November 18, 2010, the Company’s Compensation Committee granted Steve L. Komar and James T. McCubbin each an award of 250,000 shares of restricted stock of the Company, the vesting of which is based upon the earlier to occur of (a) the seventh anniversary date of the grant, or (b) an acceleration event as determined on the date of grant by the Compensation Committee and set forth in the award agreement with respect to such grant. There were no changes in vesting requirements or activity related to restricted stock awards (RSA) during the years ended December 31, 2015, 2014 and 2013. At December 31, 2015, the Company had approximately $161,100 of total unamortized RSA compensation expense that will be recognized over the weighted average period of 1.9 years.

Stock Option Awards

During the year ended December 31, 2015 the Company granted 180,000 stock options. The fair value of each these employee option awards were estimated on the date of grant using a Black-Scholes option pricing model (“Black-Scholes model”). The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model (“Black-Scholes model”), which requires an assumption of dividend yield, risk free interest rates, volatility, forfeiture rates and expected option life.

The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. Expected volatilities are based on the historical volatility of our common stock over the expected option term. The expected term of options granted is based on analyses of historical employee termination rates and option exercises.

Option pricing model assumptions for stock awards granted during the year ended December 31, 2015 were valued using the following assumptions: i) no dividend yield, ii) risk free interest rates of 0.86% to 1.50%, iii) expected life in years of approximately 3 to 5 years; (iv) expected volatility of our common stock of approximately 66.1% to 72.1% and v) forfeiture rate of 2% to 3% based on analyses of historical employee termination rates and option exercises. Option pricing model assumptions for stock awards granted during the year ended December 31, 2014 were valued using the following assumptions: i) no dividend yield, ii) risk free interest rates of 0.40%-2.20%, iii) expected life in years of approximately 3 to 5 years; (iv) expected volatility of our common stock of approximately 73% to 86% and v) forfeiture rate of 2% to 3% based on analyses of historical employee termination rates and option exercises. Option pricing model assumptions for stock awards granted during the year ended December 31, 2013 were valued using the following assumptions: i) no dividend yield, ii) risk free interest rates of 0.38%-0.42%, iii) expected life in years of approximately 3 to 5 years; (iv) expected volatility of our common stock of approximately 67% to 70% and v) forfeiture rate of 2% to 3% based on analyses of historical employee termination rates and option exercises. Stock option awards reflected in the tables below cover the period from 1999 through 2015.

A summary of stock option and RSA activity as of December 31, 2015, and changes during the year is set forth below:

	Restricted Stock				Stock Options
			Grant				Weighted
			Date				Average
NON-VESTED AWARDS	Shares		Fair Value		Shares		Exercise Price

Non-vested balances, January 1, 2015		500,000	$	1.22		1,340,838	$	0.57
Granted		-		—		180,000	$	0.70
Cancelled		-		—		(250,000)	$	0.39
Vested		-		—		(429,166)	$	0.29
Non-vested balances, December 31, 2015		500,000	$	1.22		841,672	$	0.80

	Restricted Stock				Stock Options
			Grant				Weighted
			Date				Average
OUTSTANDING AND EXERCISABLE AWARDS	Shares		Fair Value		Shares		Exercise Price

Awards outstanding, January 1, 2015		-		—		2,791,601	$	0.83
Granted		-		—		180,000	$	1.45
Canceled		-		—		(250,000)	$	0.74
Exercised		-		—		(863,933)	$	0.81
Awards outstanding, December 31, 2015		-		—		1,857,668	$	0.91

Awards vested and expected to vest, December 31, 2015		-		—		1,857,668	$	0.91

Awards outstanding and exercisable, December 31, 2015		-		—		1,015,996	$	0.68

A summary of stock option and RSA activity as of December 31, 2014, and changes during the year is set forth below:

	Restricted Stock				Stock Options
			Grant				Weighted
			Date				Average
NON-VESTED AWARDS	Shares		Fair Value		Shares		Exercise Price

Non-vested balances, January 1, 2014		500,000	$	1.22		1,900,000	$	0.36
Granted		-		—		360,000	$	1.03
Cancelled		-		—		(122,500)	$	0.35
Vested		-		—		(796,662)	$	0.31
Non-vested balances, December 31, 2014		500,000	$	1.22		1,340,838	$	0.57

	Restricted Stock				Stock Options
			Grant				Weighted
			Date				Average
OUTSTANDING AND EXERCISABLE AWARDS	Shares		Fair Value		Shares		Exercise Price

Awards outstanding, January 1, 2014		-		—		3,336,500	$	0.72
Granted		-		—		360,000	$	1.45
Canceled		-		—		(144,500)	$	0.94
Exercised		-		—		(760,399)	$	0.61
Awards outstanding, December 31, 2014		-		—		2,791,601	$	0.83

Awards vested and expected to vest, December 31, 2014		-		—		2,791,601	$	0.83

Awards outstanding and exercisable, December 31, 2014		-		—		1,450,763	$	0.77

The weighted-average remaining contractual life and the aggregate intrinsic value (the amount by which the fair value of the Company’s stock exceeds the exercise price of the option) of the stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2015 are as follows:

			Vested and		Outstanding
			Expected to		and
	Outstanding		Vest		Exercisable

Weighted-average remaining contractual life (in years)		3.3		3.3		3.0
Aggregate intrinsic value	$	163,067	$	163,067	$	134,899

Aggregate intrinsic value represents total pretax intrinsic value (the difference between WidePoint’s closing stock price on December 31, 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2015. The intrinsic value will change based on the fair market value of WidePoint’s stock. The total intrinsic value of options exercised were $713,400, $741,200 and $89,700 during the years ended December 31, 2015, 2014 and 2013, respectively.

The amount of compensation expense recognized under ASC 718-10 under the Company’s plans was comprised of the following during the years ended:

Share-based compensation recognized under ASC 718-10 (including restricted stock awards) represents both stock options based expense and stock grant expense. For the years ended December 31, 2015, 2014 and 2013, the Company recognized share-based compensation expense of approximately $299,300, $324,300 and $227,000, respectively. During the year ended December 31, 2015, there were no fully vested stock options that expired unexercised and/or were cancelled as a result of employment terminations. During the year ended December 31, 2015, there were stock options of 250,000 that expired unexercised that were cancelled as a result of employment terminations.

No tax benefit has been associated with the exercise of stock options for the years ended December 31, 2015, 2014 and 2013, respectively, because of the existence of net operating loss carryforwards. There will be no credit to additional paid in capital for such until the associated benefit is realized through a reduction of income taxes payable.

At December 31, 2015, the Company had approximately $266,400 of total unamortized compensation expense, net of estimated forfeitures, related to stock option plans that will be recognized over the weighted average period of 2.0 years.