Note 3 - Stock-based Compensation

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note

3:

  Stock-based Compensation

On

September 5, 2012,

the Board of Directors adopted The L.S. Starrett Company

2012

Long Term Incentive Plan (the “

2012

Stock Plan”). The

2012

stock plan was approved by shareholders on

October 17, 2012,

and the material terms of its performance goals were recently re-approved by shareholders at the Company’s Annual Meeting held on

October 18, 2017.

The

2012

Stock Plan permits the granting of the following types of awards to officers, other employees and non-employee directors: stock options; restricted stock awards; unrestricted stock awards; stock appreciation rights; stock units including restricted stock units; performance awards; cash-based awards; and awards other than previously described that are convertible or otherwise based on stock. The

2012

Stock Plan provides for the issuance of up to

500,000

shares of common stock.

Options granted vest in periods ranging from

one

year to

three

years and expire

ten

years after the grant date. Restricted stock units (“RSU”) granted generally vest from

one

year to

three

years. Vested restricted stock units will be settled in shares of common stock. As of

September 30, 2017,

there were

20,000

stock options and

145,735

restricted stock units outstanding. In addition, there were

292,100

shares available for grant under the

2012

Stock Plan as of

September 30, 2017.

For stock option grants the fair value of each grant is estimated at the date of grant using the Binomial Options pricing model. The Binomial Options pricing model utilizes assumptions related to stock volatility, the risk-free interest rate, the dividend yield, and employee exercise behavior. Expected volatilities utilized in the model are based on the historic volatility of the Company

’s stock price. The risk free interest rate is derived from the U.S. Treasury Yield curve in effect at the time of the grant. The expected life is determined using the average of the vesting period and contractual term of the options (Simplified Method).

No

stock options were granted during the

three

months ended

September 30, 2017

and

2016.

The weighted average contractual term for stock options outstanding as of

September 30, 2017

was

5.25

years.  The aggregate intrinsic value of stock options outstanding as of

September 30, 2017

was negligible. Stock options exercisable as of

September 30, 2017

were

20,000.

In recognizing stock compensation expense for the

2012

Stock Incentive Plan, management has estimated that there will be

no

forfeitures of options.

The Company accounts for stock options and RSU awards by recognizing the expense of the grant date fair value ratably over vesting periods generally ranging from

one

year to

three

years. The related expense is included in selling, general and administrative expenses.

There were

54,500

RSU awards with a fair value of

$7.09

per RSU granted during the

three

months ended

September 30, 2017.

There were

14,400

RSUs settled during the

three

months ended

September 30, 2017. 

The aggregate intrinsic value of RSU awards outstanding as of

September 30, 2017

was

$1.3

million. As of

September 30, 2017

all vested awards had been issued and settled.

On

February 5, 2013,

the Board of Directors adopted The L.S. Starrett Company

2013

Employee Stock Ownership Plan (the

“2013

ESOP”). The purpose of the plan is to supplement existing Company programs through an employer funded individual account plan dedicated to investment in common stock of the Company, thereby encouraging increased ownership of the Company while providing an additional source of retirement income.

  The plan is intended as an employee stock ownership plan within the meaning of Section

4975

(e) (

7

) of the Internal Revenue Code of

1986,

as amended. U.S. employees who have completed a year of service are eligible to participate.

Compensation expense related to all stock based plans for the

three

month periods ended

September 30, 2017

and

2016

was

$0.1

million and

$0.1

million, respectively.  As of

September 30, 2017,

there was

$1.6

million of total unrecognized compensation costs related to outstanding stock-based compensation arrangements. Of this cost

$1.1

million relates to performance based RSU grants that are

not

expected to be awarded. The remaining

$0.5

million is expected to be recognized over a weighted average period of

1.9

years.