Restricted Stock Awards

3 Months Ended

Mar. 31, 2018

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock Based Compensation

Glowpoint 2014 Equity Incentive Plan

On May 28, 2014, the Glowpoint, Inc. 2014 Equity Incentive Plan (the “2014 Plan”) was approved by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders. The purpose of the 2014 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain, and reward selected employees and other eligible persons through the grant of equity awards. Awards may be granted under the 2014 Plan to officers, employees, directors and consultants of the Company or its subsidiary. The 2014 Plan permits the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, cash awards and other awards, including stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Company’s common stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof, or any similar securities with a value derived from the value of or related to the Company’s common stock, or returns thereon. A total of 4,400,000 shares of the Company’s common stock were initially available for issuance under the 2014 Plan. As of March 31, 2018, 1,824,000 shares were available for issuance under the 2014 Plan. In April 2018, 1,310,000 restricted stock units were granted under the 2014 Plan, leaving 514,000 shares available for issuance under the 2014 Plan. On April 12, 2018, the Company's compensation committee recommended, and the Company's board of directors adopted, subject to stockholder approval, an amendment to the 2014 Plan to, among other things, increase the number of shares of common stock available for issuance under the 2014 Plan by 3,000,000 shares (the "Amendment"), enabling the continued use of the 2014 Plan for share-based awards. The Company is seeking stockholder approval of the Amendment in connection with its 2018 Annual Meeting of Stockholders to be held on May 31, 2018.

Glowpoint 2007 Stock Incentive Plan

In May 2014, the Board terminated the Glowpoint 2007 Stock Incentive Plan (the “2007 Plan”). Notwithstanding the termination of the 2007 Plan, outstanding awards under the 2007 Plan will remain in effect in accordance with their terms. As of March 31, 2018, options to purchase a total of 1,191,000 shares of common stock and 113,000 shares of restricted stock were outstanding under the 2007 Plan. No shares are available for issuance under the 2007 Plan.

Glowpoint 2000 Stock Incentive Plan

In June 2010, the Board terminated the Glowpoint 2000 Stock Incentive Plan (as amended, the “2000 Plan”). Notwithstanding the termination of the 2000 Plan, outstanding awards under the 2000 Plan will remain in effect in accordance with their terms. As of March 31, 2018, options to purchase a total of 500 shares of common stock were outstanding under the 2000 Plan. No shares are available for issuance under the 2000 Plan.

Stock Options

For the three months ended March 31, 2018, no stock options were granted; therefore, no fair value assumptions are presented herein. A summary of stock options expired and forfeited under our stock incentive plans and stock options outstanding as of, and changes made during, the three months ended March 31, 2018, is presented below (shares in thousands):



	Outstanding				Exercisable
	Number of Shares Underlying Options		Weighted Average Exercise Price		Number of Shares Underlying Options	Weighted Average Exercise Price
Options outstanding, December 31, 2017	1,202		$	1.99	1,202	$	1.99
Expired	(1	)	2.30
Forfeited	(9	)	1.61
Options outstanding, March 31, 2018	1,192		$	1.99	1,192	$	1.99

Stock-based compensation expense related to stock options was $0 and $18,000 for the three months ended March 31, 2018 and 2017, respectively, and was recorded to general and administrative expenses. There is no remaining unrecognized stock-based compensation expense for stock options as of March 31, 2018.

Unvested restricted stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Restricted Stock Awards

A summary of unvested restricted stock awards outstanding as of, and changes made during, the three months ended March 31, 2018, is presented below (shares in thousands):



	Restricted Shares		Weighted Average Grant Price
Unvested restricted stock outstanding, December 31, 2017	341		$	1.06
Vested	(228	)	0.84
Unvested restricted stock outstanding, March 31, 2018	113		$	1.49

The number of restricted stock awards vested during the three months ended March 31, 2018 includes 78,000 shares withheld and repurchased by the Company from employees to satisfy $20,000 of tax obligations relating to the vesting of such shares. Such shares are held in the Company’s treasury stock as of March 31, 2018.

Stock-based compensation expense related to restricted stock awards is allocated as follows (in thousands):



	Three Months Ended
	March 31,
	2018		2017
Cost of revenue	$	—	$	2
Research and development	—		1
General and administrative	10		12
	$	10	$	15

Certain restricted stock awards have performance-based vesting provisions and are subject to forfeiture, in whole or in part, if these performance conditions are not achieved. Management assesses, on an ongoing basis, the probability of whether the performance criteria will be achieved and, once it is deemed probable, compensation expense is recognized over the relevant performance period. For those awards not subject to performance criteria, the cost of the restricted stock awards is expensed, which is determined to be the fair market value of the shares at the date of grant, on a straight-line basis over the vesting period.

The remaining unrecognized stock-based compensation expense for restricted stock awards as of March 31, 2018 was $144,000. Of this amount, $7,000 relates to time-based awards with a remaining weighted average period of 1.23 years. The remaining $137,000 of unrecognized stock-based compensation expense relates to performance-based awards for which expense will be recognized upon it becoming probable that the Company will achieve defined financial targets.