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Note 23 - Stock-based Compensation
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-based Compensation

NOTE 23:  STOCK-BASED COMPENSATION

 

Kodak’s stock incentive plan is the 2013 Omnibus Incentive Plan (the “2013 Plan”).  The 2013 Plan is administered by the Executive Compensation Committee of the Board of Directors.

 

Officers, directors and employees of the Company and its consolidated subsidiaries are eligible to receive awards.  Stock options are generally non-qualified, are at exercise prices equal to or greater than the closing price of Kodak’s stock on the date of grant and expire seven years after the grant date.  Stock-based compensation awards granted under Kodak’s stock incentive plan are generally subject to a three-year vesting period from the date of grant, or a later date as determined by the Executive Compensation Committee.  Awards are subject to settlement in newly-issued shares of common stock.  Unless sooner terminated by the Executive Compensation Committee, no awards may be granted under the 2013 Plan after May 22, 2028.

The maximum number of shares of common stock that may be issued under the 2013 Plan is approximately 5.8 million. In addition, under the 2013 Plan, the maximum number of shares available for the grant of incentive stock options is 2.0 million shares. The maximum number of shares as to which stock options or stock appreciation rights may be granted to any one person under the 2013 Plan in any calendar year is 2.5 million shares. The maximum number of performance-based compensation awards that may be granted to any one employee under the 2013 Plan in any calendar year is 1.0 million shares or, in the event such award is paid in cash, $2.5 million. The maximum number of awards that may be granted to any non-employee director under the 2013 Plan in any calendar year may not exceed a number of awards with a grant date fair value of $900,000, computed as of the grant date.

Compensation expense is recognized on a straight-line basis over the service or performance period for each separately vesting tranche of the award and is adjusted for actual forfeitures before vesting.  Kodak assesses the likelihood that performance-based shares will be earned based on the probability of meeting the performance criteria.  For those performance-based awards that are deemed probable of achievement, expense is recorded, and for those awards that are deemed not probable of achievement, no expense is recorded. Kodak assesses the probability of achievement each quarter.

Restricted Stock Units

Restricted stock units are payable in shares of the Company common stock upon vesting.  The fair value is based on the closing market price of the Company’s stock on the grant date.  Compensation cost related to restricted stock units was $2 million for both the years ended December 31, 2019 and 2018.

The weighted average grant date fair value of restricted stock unit awards granted for the years ended December 31, 2019 and 2018 was $2.93 and $3.66, respectively.  The total fair value of restricted stock units that vested was $2 million and $3 million for the years ended December 31, 2019 and 2018, respectively.  As of December 31, 2019, there was $0.3 million of unrecognized compensation cost related to restricted stock units.  The cost is expected to be recognized over a weighted average period of 1.3 years.

The following table summarizes information about restricted stock unit activity for the year ended December 31, 2019:

 

 

 

Number of

Restricted

Stock Units

 

 

Weighted-Average

Grant Date

Fair Values

 

Outstanding on December 31, 2018

 

 

703,748

 

 

$

4.72

 

Granted

 

 

521,698

 

 

$

2.93

 

Vested

 

 

475,295

 

 

$

4.92

 

Forfeited

 

 

28,350

 

 

$

5.88

 

Outstanding on December 31, 2019

 

 

721,801

 

 

$

3.25

 

 

Stock Options

The following table summarizes information about stock option activity for the year ended December 31, 2019:

 

 

 

Shares

Under

Option

 

 

Weighted Average

Exercise

Price

Per Share

 

 

Weighted Average

Remaining

Contractual Life

(Years)

 

Aggregate

Intrinsic

Value

($ millions)

 

Outstanding on December 31, 2018

 

 

5,195,937

 

 

$

13.85

 

 

 

 

 

 

 

Granted

 

 

2,220,959

 

 

$

4.60

 

 

 

 

 

 

 

Forfeited

 

 

573,817

 

 

$

12.50

 

 

 

 

 

 

 

Outstanding on December 31, 2019

 

 

6,843,079

 

 

$

10.96

 

 

4.07

 

$

2

 

Exercisable on December 31, 2019

 

 

6,050,372

 

 

$

11.18

 

 

3.95

 

$

2

 

Expected to vest December 31, 2019

 

 

792,707

 

 

$

9.27

 

 

5.86

 

$

 

 

The aggregate intrinsic value represents the total pretax intrinsic value that option holders would have received had all option holders exercised their options on the last trading day of the year.  The aggregate intrinsic value is the difference between the Kodak closing stock price on the last trading day of the year and the exercise price, multiplied by the number of in-the-money options.

 

There were no options exercised in 2019 or 2018.

The weighted average grant date fair value of options granted for the years ended December 31, 2019 and 2018 was $1.73 and $2.47,  respectively.  The total fair value of options that vested during the years ended December 31, 2019 and 2018 was $7 million and $5 million, respectively.  Compensation cost related to stock options for the years ended December 31, 2019 and 2018 was $5 million and $4 million, respectively.

As of December 31, 2019, there was $0.5 million of unrecognized compensation cost related to stock options.  The cost is expected to be recognized over a weighted average period of 1.0 years.

Kodak utilizes the Black-Scholes option valuation model to estimate the fair value of stock options.  Public trading of the Company’s common stock began on September 23, 2013, providing limited historical data upon which to base assumptions.  

The expected term of options granted is the period of time the options are expected to be outstanding and is calculated using a simplified method based on the option’s vesting period and original contractual term.  The Company uses only the historical volatility of the Company’s stock to estimate expected volatility. The risk-free rate was based on the yield on U.S. Treasury notes with a term equal to the option’s expected term.

The following inputs were used for the valuation of option grants issued in each year:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Weighted-average fair value of options granted

 

$

1.73

 

 

$

2.45

 

Weighted-average risk-free interest rate

 

2.47%

 

 

2.70%

 

Range of risk-free interest rates

 

2.28% - 2.54%

 

 

2.59% - 2.95%

 

Weighted-average expected option lives

 

4.5 years

 

 

4.5 years

 

Expected option lives

 

4.5 years

 

 

4.4 - 4.5 years

 

Weighted-average volatility

 

90%

 

 

81%

 

Range of expected volatilities

 

81% - 90%

 

 

80% - 83%

 

Weighted-average expected dividend yield

 

0.00%

 

 

0.00%