Incentive Plans

12 Months Ended

Dec. 31, 2011

Incentive Plans [Abstract]

Incentive Plans

Note 8 - Incentive Plans

Under the Company’s 1994 Senior Management Incentive Compensation Plan (the “1994 Plan”), any executive officer of the Company whose compensation is required to be reported to stockholders under the Securities Exchange Act of 1934 (the “Participants”) and who is serving as such at any time during the fiscal year as to which an award is granted, may receive an award of a cash bonus (“Bonus”), in an amount determined by the Personnel Committee of the Company’s Board of Directors (the “Committee”) and payable from an annual bonus fund (the “Annual Bonus Pool”). The Committee may award Bonuses under the 1994 Plan to Participants not later than 120 days after the end of each fiscal year (the “Reference Year”).

If the Committee grants a Bonus under the 1994 Plan, the amount of the Annual Bonus Pool will be an amount equal to the sum of (i) plus (ii), where:

(i) is ten percent (10%) of the amount by which the Company’s Total Stockholders’ Equity, as defined, on the last day of a Reference Year increased over the Company’s Total Stockholders’ Equity, as defined, on the last day of the immediately preceding Reference Year; and

(ii) is five percent (5%) of the amount by which the Company’s market value, as defined, on the last day of the Reference Year increased over the Company’s market value on the last day of the immediately preceding Reference Year.

Notwithstanding the foregoing, the 1994 Plan provides that in the event of a decrease in either or both of items (i) and/or (ii) above, the Annual Bonus Pool is determined by reference to the last Reference Year in which there was an increase in such item. If the Committee determines within the 120-day time period to award a Bonus, the share of the Annual Bonus Pool to be allocated to each Participant shall be as follows:  45% of the Annual Bonus Pool shall be allocated to the Company’s Chief Executive Officer, and 55% of the Annual Bonus Pool shall be allocated pro rata to each of the Company’s Participants as determined by the Committee. The Committee in its discretion may reduce the percentage of the Annual Bonus Pool to any Participant for any Reference Year, and such reduction shall not increase the share of any other Participant. The 1994 Plan is not the exclusive plan under which the Executive Officers may receive cash or other incentive compensation or bonuses. No Bonuses were paid attributable to the 1994 Plan for 2011 or 2010.

Under the Company’s 1993 Stock Incentive Plan (the “1993 Plan”), the Company may grant to officers and employees of the Company and its subsidiaries, stock options (“Options”), stock appreciation rights (“SARs”), restricted stock awards (“Restricted Stock”), merit awards (“Merit Awards”) and performance share awards (“Performance Shares”) through May 28, 2018. An aggregate of 5,000,000 shares of the Company’s Common Stock are reserved for issuance under the 1993 Plan (upon the exercise of Options and Stock Appreciation Rights, upon awards of Restricted Stock and Performance Shares); however, of such shares, only 2,500,000 shares in the aggregate shall be available for issuance for Restricted Stock Awards and Merit Awards. Such shares shall be authorized but unissued shares of Common Stock. Options may be granted as incentive stock options (“ISOs”) intended to qualify for favorable tax treatment under Federal tax law or as nonqualified stock options (“NQSOs”). SARs may be granted with respect to any Options granted under the 1993 Plan and may be exercised only when the underlying Option is exercisable. The 1993 Plan requires that the exercise price of all Options and SARs be equal to or greater than the fair market value of the Company’s Common Stock on the date of grant of that Option. The term of any ISO or related SAR cannot exceed ten years from the date of grant, and the term of any NQSO cannot exceed ten years and one month from the date of grant. Subject to the terms of the 1993 Plan and any additional restrictions imposed at the time of grant, Options and any related SARs ordinarily will become exercisable commencing one year after the date of grant.  Options granted generally have a ten year contractual life and generally have vesting terms of two years from the date of grant.  In the case of a “Change of Control” of the Company (as defined in the 1993 Plan), Options granted pursuant to the 1993 Plan may become fully exercisable as to all optioned shares from and after the date of such Change in Control in the discretion of the Committee or as may otherwise be provided in the grantee’s Option agreement. Death, retirement, or absence for disability will not result in the cancellation of any Options.

AMBASE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As a condition to any award of Restricted Stock or Merit Award under the 1993 Plan, the Committee may require a participant to pay an amount equal to, or in excess of, the par value of the shares of Restricted Stock or Common Stock awarded to him or her. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered during a “Restricted Period”, which in the case of grants to employees shall not be less than one year from the date of grant. The Restricted Period with respect to any outstanding shares of Restricted Stock awarded to employees may be reduced by the Committee at any time, but in no event shall the Restricted Period be less than one year. Except for such restrictions, the employee as the owner of such stock shall have all of the rights of a stockholder including, but not limited to, the right to vote such stock and to receive dividends thereon as and when paid. In the event that an employee’s employment is terminated for any reason, an employee’s Restricted Stock will be forfeited; provided, however, that the Committee may limit such forfeiture in its sole discretion. At the end of the Restricted Period, all shares of Restricted Stock shall be transferred free and clear of all restrictions to the employee. In the case of a Change in Control of the Company (as defined in the 1993 Plan), an employee may receive his or her Restricted Stock free and clear of all restrictions in the discretion of the Committee, or as may otherwise be provided pursuant to the employee’s Restricted Stock award.

Performance Share awards of Common Stock under the 1993 Plan shall be earned on the basis of the Company’s performance in relation to established performance measures for a specific performance period. Such measures may include, but shall not be limited to, return on investment, earnings per share, return on stockholder’s equity, or return to stockholders. Performance Shares may not be sold, assigned, transferred, pledged or otherwise encumbered during the relevant performance period. Performance Shares may be paid in cash, shares of Common Stock or shares of Restricted Stock in such portions as the Committee may determine. An employee must be employed at the end of the performance period to receive payments of Performance Shares; provided, however, in the event that an employee’s employment is terminated by reason of death, disability, retirement or other reason approved by the Committee, the Committee may limit such forfeiture in its sole discretion. In the case of a Change in Control of the Company (as defined in the 1993 Plan), an employee may receive his or her Performance Shares in the discretion of the Committee, or as may otherwise be provided in the employee’s Performance Share award.

Incentive plan activity is summarized as follows:

(shares in thousands)
	Number of Shares Under Option			Weighted Average Exercise Price		Intrinsic Value
Outstanding at December 31, 2009	851		$	0.87
Expired	(15	)		0.95
Outstanding at December 31, 2010	836			0.87
Expired	(20	)		0.95
Outstanding at December 31, 2011	816			0.88	$	188,000
Options exercisable at:
December 31, 2011	816		$	0.88	$	188,000
December 31, 2010	836			0.87
December 31, 2009	851			0.87

On December 30, 2011, the Company extended the option expiration date of outstanding option agreements aggregating 200,000 shares for an additional two (2) years, to an expiration date of January 2, 2014, from the prior expiration date of January 2, 2012.  As a result of the extension of the stock options expiration date, the exercise price of the stock options was changed to $1.11 per share from the prior exercise price of $1.09 per share.

AMBASE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Summarized information about the Company’s stock options outstanding and exercisable under the 1993 Plan at December 31, 2011, is as follows:

	(shares in thousands)			Option Outstanding				Options Exercisable
	Range of Exercise Prices			Shares	Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)
	From		To
$	0.64	$	0.81	480	2.52	$	0.72	480	$	0.72	2.52
	1.09		1.11	336	1.20		1.10	336		1.10	1.20
	Total			816	1.97			816		0.88	1.97

Information relating to the 1993 Plan as of the dates indicated below is as follows:

		December 31, 2011		December 31, 2010
Unamortized compensation cost from non-vested stock options	$	-	$	-
Stock based compensation expense recorded for the year ended	$	120,000	$	-
Options to purchase shares of common stock which were excluded from computation of diluted earnings per share due to the effect of being anti-dilutive in the computation of earnings per share.		816,000		836,000
Shares available for future stock option grants		4,184,000

The fair value of option awards are estimated on the date of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”) utilizing certain assumptions as noted in the table below. Expected volatilities are based on historical volatility of the Company’s stock.  The Company uses historical data to estimate option exercises and employee terminations within the valuation model.  The expected term of options granted are estimated based on the contractual lives of option grants, option vesting period and historical data and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury bond yield in effect at the time of grant.

The per share grant dated weighted average estimated values of employee stock option grants under the 1993 Plan, as well as the assumptions used to calculate such values granted during the year ended below were as follows:

		2011
Weighted average fair value at grant date	$	0.60
Estimated dividend yield		0	%
Risk free interest rate		0.25	%
Estimated volatility		1.039
Expected life in years		2

Compensation expense relating to stock options is recorded in the Consolidated Statement of Operations, with a corresponding increase to additional paid in capital in the Consolidated Statement of Stockholders’ Equity.  The total fair value of shares vested during the full year period ended December 31, 2011 was $120,000.  As of December 31, 2011, there was no remaining unamortized compensation cost related to non-vested share-based compensation arrangements related to stock options granted under the 1993 Plan.

AMBASE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions utilized represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different from the amounts recorded. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be materially different. The Company believes that the use of the Black-Scholes model meets the fair value measurement objectives of accounting principles generally accepted in the United States of America and reflects all substantive characteristics of the instruments being valued.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, and given the substantial changes in the price per share of the Company’s Common Stock, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.