STOCK COMPENSATION PLAN

12 Months Ended

Dec. 31, 2020

STOCK COMPENSATION PLAN

STOCK COMPENSATION PLAN

NOTE 14 — STOCK COMPENSATION PLAN

Equity Incentive Plan

On May 28, 2019, the Company's 2019 Equity Incentive Plan (the “2019 EIP”) was approved by stockholders of the Company. Under the 2019 EIP, the maximum number of shares of stock that may be delivered to participants in the form of restricted stock, restricted stock units and stock options, including incentive stock options (“ISO”) and non-qualified stock options, is 340,000, plus any awards that are forfeited under the 2009 Equity Incentive Plan (the “2009 Plan”). Under the 2009 Plan, there are 468,382 shares that are subject to outstanding and/or unexercised awards that have been granted and, if forfeited after May 28, 2019, such shares will be available to be granted under the 2019 EIP. The 2009 Plan expired on May 18, 2019 and, accordingly, the 628,719 shares that were unissued under the 2009 Plan have expired and may not be granted (and such shares of stock did not roll over to the 2019 EIP).

At December 31, 2020, there were 311,251 shares issuable under the 2019 EIP. At December 31, 2019, there were 341,562 shares issuable under the 2009 Plan.

Stock Options

Under the terms of the 2019 EIP, a stock option cannot have an exercise price that is less than 100% of the fair market value of the shares covered by the stock option on the date of grant. In the case of an ISO granted to a 10% stockholder, the exercise price shall not be less than 110% of the fair market value of the shares covered by the stock option on the date of grant. In no event shall the exercise period exceed ten years from the date of grant of the option, except, in the case of an ISO granted to a 10% stockholder, the exercise period shall not exceed five years from the date of grant. The 2019 EIP uses a double trigger change in control feature, providing for an acceleration of vesting upon an involuntary termination of employment simultaneous with or following a change in control.

The fair value of each stock option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected volatilities based on historical volatilities of the Company’s common stock are not significant. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

There was no compensation cost related to non-vested stock options granted as of December 31, 2020 and 2019 as all stock options were vested.

A summary of the status of the Company’s stock option plan and the changes during the year is presented below:

	2020
		Weighted
		Average
	Number of	Exercise
	Options	Price
Outstanding, beginning of year	231,000	$	18.00
Granted	—		—
Exercised	—		—
Cancelled/forfeited	—		—
Outstanding, end of year	231,000	$	18.00
Options vested and exercisable at year-end	231,000	$	18.00
Aggregate intrinsic value of options outstanding at December 31, 2020		$	4,220,370
Weighted average remaining contractual life (years)			3.38

The following table summarizes information about stock options outstanding at December 31, 2020:

	Options Outstanding
Range of Average	Number Outstanding at	Weighted Average		Weighted Average		Weighted average
Exercise Prices	December 31, 2020	Remaining Contractual Life		Exercise Price		intrinsic value
$10 – 20	231,000	3.38	$	18.00	$	18.27
$21 – 30	—	—	$	—	$	—
$10 – 30	231,000	3.38	$	18.00	$	18.27

Restricted Stock Awards and Units

The Company issued restricted stock awards under the 2009 Plan and restricted stock units under the 2019 Plan (collectively, “restricted stock grants”) to certain key personnel. Each restricted stock grant vests based on the vesting schedule outlined in the restricted stock grant agreement. Restricted stock grants are subject to forfeiture if the holder is not employed by the Company on the vesting date. In the first quarter of 2020, 60,307 restricted stock units were issued to certain key personnel. These shares vest one-third each year for three years beginning December 15, 2020.

Total compensation cost that has been charged against income for restricted stock grants was $1.5 million and $1.2 million for years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, there was $2.0 million of total unrecognized compensation expense related to the restricted stock grants. The cost is expected to be recognized over a weighted-average period of 1.68 years.

In addition, on January 1, 2019, 38,900 restricted shares in the aggregate were granted to members of the Board of Directors in lieu of retainer fees for three years of service. These shares vest one-third each year for three years beginning on January 1, 2019. Further, on October 1, 2020, 1,785 shares were granted to a new member of the Board of Directors, all of which vest in 2021. Total expense for these awards was $410,000 and $400,000 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, there was $440,000 of unrecognized expense related to Directors’ fees. The cost is expected to be recognized over a weighted-average period of 1.00 years.

The following table summarizes the changes in the Company’s non-vested restricted stock awards for the years ended December 31, 2020 and 2019.

	Year Ended December 31, 2020			Year Ended December 31, 2019
		Weighted Average			Weighted Average
	Number of Shares	Grant Date Fair Value		Number of Shares	Grant Date Fair Value
Outstanding, beginning of period	104,838	$	29.86	53,957	$	21.46
Granted	62,092		44.80	106,423		35.36
Forfeited	(31,781)		38.24	(1,561)		32.71
Vested	(58,860)		31.83	(53,981)		32.22
Outstanding at end of period	76,289	$	37.01	104,838	$	29.86

The total fair value of shares vested is $2.1 million and $2.4 for the years ended December 31, 2020 and 2019, respectively.

Performance-Based Restricted Stock Units

During 2018, the Company established a performance-based long term incentive award program under the 2009 Equity Incentive Plan. During 2018, 90,000 performance-based restricted stock units (“PRSUs”) were awarded under the program. PRSUs are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain measurement goals that were established at the onset of the performance period. These awards were accounted for in accordance with guidance prescribed in ASC Topic 718, Compensation – Stock Compensation. These units will be granted at the end of the three-year performance period, provided the performance criteria have been met.

The following table summarizes the changes in the Company’s non-vested PRSU awards for year ended December 31, 2020:

	For the year ended
	December 31, 2020
Weighted average service inception date fair value of award shares	$	4,064,295
Minimum aggregate share payout		12,000
Maximum aggregate share payout		90,000
Likely aggregate share payout		90,000
Compensation expense recognized	$	1,430,011

Total compensation cost that has been charged against income for this plan for both years ended December 31, 2020 and 2019 was $1.4 million. At December 31, 2020, these awards were fully expensed and are expected to be paid out at their maximum amount of 90,000 shares.