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CAPITAL STOCK

6 Months Ended

Jun. 30, 2015

4. CAPITAL STOCK

Stock Option Plans

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model, with the following weighted average assumptions for options granted in the three and six months ended June 30, 2014 and 2015.

	Three Months Ended June 30		Six Months Ended June 30
	2014	2015	2014	2015

Risk-free interest rate	1.10%	1.17%	1.07%	1.16%
Expected lives	3.3 years	3.4 years	3.3 years	3.4 years
Expected volatility	45%	43%	45%	43%
Expected dividend yield	0%	0%	0%	0%

A summary of the Company's stock option plans, excluding options to purchase fractional shares resulting from the Company's December 2010 1-for-10 reverse stock split is as follows:

		Year Ended December 31, 2014					Six Months Ended June 30, 2015
		Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Outstanding at beginning of period			1,321,232		$	10.386		1,074,251		$	10.111
	Granted at market		134,800		$	16.398		29,046		$	27.650
	Cancelled		(218,926	)	$	17.786		(27,585	)	$	10.067
	Exercised		(162,855	)	$	7.234		(128,721	)	$	8.816
Outstanding at end of period			1,074,251		$	10.110		946,991		$	10.826
Exercisable at end of period			729,175		$	9.800		680,767		$	10.688

The estimated fair value of stock options granted during the six months ended June 30, 2014 and 2015 was computed to be approximately $114 thousand and $258 thousand, respectively. The amount is amortized ratably over the vesting period of the options. The per share weighted average estimated fair value of options granted during the six months ended June 30, 2014 and 2015 was computed to be approximately $3.66 and $8.88, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2014 and 2015 was approximately $440 thousand and $1.94 million, respectively. The cash proceeds from options exercised during the six months ended June 30, 2014 and 2015 were approximately $789 thousand and $715 thousand, respectively.

The following table summarizes information about stock options outstanding and exercisable at June 30, 2015, excluding outstanding options to purchase an aggregate of 8.6 fractional shares resulting from the Company's December 2010 1-for-10 reverse stock split with a weighted average remaining contractual life of 1.1 years, a weighted average exercise price of $15.27 and exercise prices ranging from $9.50 to $22.50. The Company intends to issue whole shares only from option exercises.

	Options Outstanding						Options Exercisable
Exercise Prices	Number of Options Outstanding at June 30, 2015		Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price		Number of Options Exercisable at June 30, 2015		Weighted Average Exercise Price
$ 4.40 - $ 6.90		226,753		5.40	$	5.597		213,505		$	5.529
$ 6.91 - $ 8.34		209,299		8.32	$	7.476		93,264		$	7.585
$ 8.35 - $12.40		176,019		7.18	$	9.445		127,538		$	9.735
$12.41 -$17.17		147,561		1.10	$	13.752		143,487		$	13.718
$17.18 - $28.55		187,359		7.08	$	19.890		102,973		$	21.151
$ 4.40 - $28.55		946,991		6.04	$	10.826		680,767		$	10.688

As of June 30, 2015, there was approximately $1.1 million of total unrecognized compensation cost related to outstanding stock options. That cost is expected to be recognized over a weighted average period of 1.8 years, with approximately $324 thousand to be recognized in the six months ending December 31, 2015 and all the cost to be recognized as of May 2019, assuming all options vest according to the vesting schedules in place at June 30, 2015. As of June 30, 2015, the aggregate intrinsic value of outstanding options was approximately $17.9 million and the aggregate intrinsic value of exercisable options was approximately $12.9 million.

Employee Stock Purchase Plan (the "ESPP")

On May 5, 2015, the Company’s shareholders approved the amendment and restatement of the ESPP, including a 75,000 share increase to 450,000 total shares authorized under the ESPP as well as the following changes as compared to the ESPP prior to the amendment and restatement. Beginning April 1, 2015, employees may elect to withhold a positive fixed amount from each compensation payment in addition to the previous approach of withholding a whole percentage of such compensation payment, with all withholding for a given employee subject to a maximum monthly amount of $2,500 following the amendment and restatement as opposed to a $25,000 maximum annual amount prior to the amendment and restatement. For offering periods beginning on or after April 1, 2015, the purchase price of stock on March 31, June 30, September 30 and December 31 is to be the lesser of (1) 85% of the fair market value at the time of purchase and (2) the greater of (i) 85% of the fair market value at the beginning of the applicable offering period, (ii) the fair market value at the beginning of the applicable offering period less 1 cent and (iii) 65% of the fair market value at the time of purchase. In addition, participating employees may elect to purchase shares under the ESPP at the beginning of an applicable offering period for a purchase price of stock equal to the greater of (1) 85% of the fair market value at the beginning of the applicable offering period and (2) the fair market value at the beginning of the applicable offering period less 1 cent or at 5 pm on a day other than March 31, June 30, September 30 and December 31 during the applicable offering period for a purchase price of stock equal to the greater of (1) 85% of the fair market value at the time of purchase and (2) the fair market value at the time of purchase less 1 cent.

In the six months ended June 30, 2014, the Company issued 16,069 shares under the ESPP. In the six months ended June 30, 2015, the Company issued 6,043 shares under the ESPP.

For the three and six months ending June 30 of the following years, the Company estimated the fair values of stock purchase rights granted under the ESPP using the Black-Scholes pricing model and the following weighted average assumptions:

	Three Months Ended June 30		Six Months Ended June 30
	2014	2015	2014	2015

Risk-free interest rate	0.23%	0.24%	0.23%	0.24%
Expected lives	1.3 years	1.2 years	1.3 years	1.2 years
Expected volatility	35%	36%	34%	35%
Expected dividend yield	0%	0%	0%	0%

For the six months ended June 30, 2014, the weighted-average fair value of the purchase rights granted was $2.26 per share, respectively. For the six months ended June 30, 2015, the weighted-average fair value of the purchase rights granted $5.67 per share, respectively.

Restricted Stock Vesting and Issuance

In the six months ended June 30, 2015, Mr. Wilson vested 39,000 shares, which were shares originally issued on May 6, 2014 following a vote of approval by the Company's stockholders pursuant to an employment agreement between Mr. Wilson and the Company effective as of March 26, 2014 (the "Wilson Employment Agreement"), upon the Company's achievement of certain stock price targets as defined and further described in the Wilson Employment Agreement.

On March 17, 2015, the Company issued unvested shares to certain Executive Officers related to performance-based restricted stock grants (the "Performance Grants") and performance-based restricted stock grants related to the Company's 2015 Management Incentive Plan (the "MIP Grants"). The Performance Grants are to cliff vest three years following issuance, subject to the Company's achieving $7 million in Operating Cash Flow, as defined in the underlying restricted stock grant agreement, in at least one of 2015, 2016 or 2017, and other vesting provisions in the underlying restricted stock grant agreement. The MIP Grants are to vest on the date MIP Payouts are to be made under the 2015 Management Incentive Plan and are subject to the Company's achievement of certain financial goals and other vesting provisions in the underlying restricted stock grant agreement. The Company issued 52,956 shares under Performance Grants and 24,649 shares under MIP Grants on March 17, 2015.

Restrictions on the transfer of Company stock

The Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), places restrictions (the "Transfer Restrictions") on the transfer of the Company's stock that could adversely effect the Company's ability to utilize its domestic Federal Net Operating Loss Position. In particular, the Transfer Restrictions prevent the transfer of shares without the approval of the Company's Board of Directors if, as a consequence of such transfer, an individual, entity or groups of individuals or entities would become a 5-percent holder under Section 382 of the Internal Revenue Code of 1986, as amended, and the related Treasury regulations, and also prevents any existing 5-percent holder from increasing his or her ownership position in the Company without the approval of the Company's Board of Directors. Any transfer of shares in violation of the Transfer Restrictions (a "Transfer Violation") shall be void ab initio under the Certificate of Incorporation, and the Company's Board of Directors has procedures under the Certificate of Incorporation to remedy a Transfer Violation including requiring the shares causing such Transfer Violation to be sold and any profit resulting from such sale to be transferred to a charitable entity chosen by the Company's Board of Directors in specified circumstances.