Annual report pursuant to Section 13 and 15(d)

Stock Based Compensation

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Stock Based Compensation
12 Months Ended
Sep. 29, 2019
Share-based Payment Arrangement [Abstract]  
Stock Based Compensation

Note 9 — Stock Based Compensation

 

The Optex Systems Holdings 2009 Stock Option Plan provides for the issuance of up to 75,000 shares to Optex Systems Holdings officers, directors, employees and to independent contractors who provide services to Optex Systems Holdings as either incentive or nonstatutory stock options determined at the time of grant. As of September 29, 2019, Optex Systems Holdings has granted stock options to officers and employees as follows:

 

Date of     Options     Exercise     Options Outstanding     Expiration     Vesting  
Grant     Granted     Price     As of 09/29/19     Date     Period  
12/19/13       25,000     $ 10.00       25,000       12/18/2020       4 years  
Total       25,000               25,000                  

 

The following table summarizes the status of Optex Systems Holdings’ aggregate stock options granted under the incentive stock option plan:

 

          Weighted              
    Number of     Average     Weighted     Aggregate  
    Remaining     Fair     Average Life     Value  
Subject to Exercise   Options     Value     (Years)     (Thousands)  
Outstanding as of October 1, 2017     60,010     $       2.03     $  
Granted – 2018                        
Forfeited – 2018     (30 )                  
Exercised – 2018                        
Outstanding as of September 30, 2018     59,980     $       1.03     $  
Granted – 2019                        
Forfeited – 2019     (34,980 )                  
Exercised – 2019                        
Outstanding as of September 29, 2019     25,000     $       1.47     $  
                                 
Exercisable as of September 30, 2018     59,980     $       1.03     $  
                                 
Exercisable as of September 29, 2019     25,000     $       1.47     $  

 

There were no options granted in the twelve months ended September 29, 2019 and September 30, 2018.

 

The following table summarizes the status of Optex Systems Holdings’ aggregate non-vested shares granted under the 2009 Stock Option Plan:

 

    Number of
Non-vested
Options
    Weighted-
Average
Grant Date
Fair Value
 
Non-vested as of October 1, 2017     3,750     $ 8.00  
Non-vested granted — year ended September 30, 2018            
Vested — year ended September 30, 2018     (3,750 )     8.00  
Forfeited — year ended September 30, 2018            
Non-vested as of September 30, 2018     -0-     $ 8.00  
Non-vested granted — year ended September 29, 2019            
Vested — year ended September 29, 2019            
Forfeited — year ended September 29, 2019            
Non-vested as of September 29, 2019     -0-     $  

 

Restricted Stock Units issued to Officers and Employees

 

On June 14, 2016, the Compensation Committee (“Committee”) of the Board of Directors of Optex Systems Holdings, Inc. approved the Company’s 2016 Restricted Stock Unit Plan (the “Plan”). The Plan provides for the issuance of stock units (“RSU”) for up to 1,000,000 shares of the Company’s common stock to Optex Systems Holdings officers and employees. Each RSU constitutes a right to receive one share of the Company’s common stock, subject to vesting, which unless otherwise stated in an RSU agreement, shall vest in equal amounts on the first, second and third anniversary of the grant date. Shares of the Company’s common stock underlying the number of vested RSUs will be delivered as soon as practicable after vesting. During the period between grant and vesting, the RSUs may not be transferred, and the grantee has no rights as a shareholder until vesting has occurred. If the grantee’s employment is terminated for any reason (other than following a change in control of the Company or a termination of an officer other than for cause), then any unvested RSUs under the award will automatically terminate and be forfeited. If an officer grantee’s employment is terminated by the Company without cause or by the grantee for good reason, then, provided that the RSUs have not been previously forfeited, the remaining unvested portion of the RSUs will immediately vest as of the officer grantee’s termination date. In the event of a change in control, the Company’s obligations regarding outstanding RSUs shall, on such terms as may be approved by the Committee prior to such event, immediately vest, be assumed by the surviving or continuing company or cancelled in exchange for property (including cash).

 

On June 15, 2016, the Company issued 150,000 RSUs to its Chief Executive Officer, Danny Schoening, and 50,000 RSUs to its Chief Financial Officer, Karen Hawkins. The RSUs issued to Mr. Schoening and Ms. Hawkins vest as follows: 34% on January 1, 2017, 33% on January 1, 2018 and 33% on January 1, 2019. The total market value of the restricted stock units based on the share price of $1.85 as of June 15, 2016 is $372 thousand. The cost of the shares is amortized on a straight line basis across the vesting periods. These restricted stock units were fully vested as of January 1, 2019.

 

On June 15, 2017, the Company issued 50,000 RSUs to its Applied Optics Center General Manager and new board member, Bill Bates. Pursuant to the RSU agreements the RSUs issued to Mr. Bates will vest as follows: 34% on January 1, 2018, 33% on January 1, 2019 and 33% on January 1, 2020. The total market value of the restricted stock units based on the share price of $0.95 as of June 15, 2016 is $47.5 thousand. The cost of the shares is amortized on a straight line basis across the vesting periods. As of September 29, 2019 there were 16,500 unvested restricted stock units remaining from the June 15, 2017 issue which will vest on January 1, 2020.

 

On January 2, 2019, the Company granted 150,000 and 50,000 restricted stock units with a January 2, 2019 grant date, to Danny Schoening and Karen Hawkins, respectively, vesting as of January 1 each year subsequent to the grant date over a three year period at a rate of 34% in year one, and 33% each year thereafter. The stock price at grant date was $1.32 per share. The Company is amortizing the grant date fair market value of $264 thousand to stock compensation expense on a straight line basis across the three year vesting period beginning on January 2, 2019.

 

The following table summarizes the status of Optex Systems Holdings’ aggregate non-vested restricted stock units granted under the Company’s 2016 Restricted Stock Unit Plan:

 

    Outstanding
Unvested
RSU’s
 
Unvested as of October 1, 2017     182,000  
Granted      
Vested     (83,000 )
Unvested as of September 30, 2018     99,000  
Granted     200,000  
Vested     (82,500)  
Unvested as of September 29, 2019     216,500  

 

On January 2, 2018, Optex Systems Holdings issued 55,902 common shares related to the vesting of the 83,000 restricted stock units on January 1, 2018. The shares issued were net of 27,098 common shares withheld for employee federal income tax requirements. On January 7, 2019, the Company issued 55,565 common shares the three directors and officers, net of tax withholding of $37 thousand, in settlement of 82,500 restricted stock units which vested on January 1, 2019.

 

Stock Based Compensation Expense

 

Equity compensation is amortized based on a straight line basis across the vesting or service period as applicable. The recorded compensation costs for options and shares granted and restricted stock units awarded as well as the unrecognized compensation costs are summarized in the table below:

 

    Stock Compensation  
    (thousands)  
    Recognized Compensation Expense     Unrecognized Compensation Expense  
    Twelve months ended     As of period ending  
    September 29, 2019     September 30, 2018     September 29, 2019(1)     September 30, 2018  
Stock Options   $     $ 8     $     $          —  
Restricted Stock Units     113       145       200       49  
Total Stock Compensation   $ 113     $ 153     $ 200     $ 49  

 

(1) The unamortized stock compensation as of September 29, 2019 includes $3 thousand in restricted stock units that will be fully amortized as of December 31, 2019, and $197 thousand that is amortized on a straight line basis from January 1, 2019 through December 31, 2021.