| Share-Based Compensation |
NOTE 12 —
SHARE-BASED COMPENSATION
At December 31,
2012, we had two incentive plans, the Year 2000 Stock Option Plan
(the “2000 Plan”) and, the 2007 Equity Compensation
Plan (the “2007 Plan” and with the 2000 Plan, the
“Plans”), which replaced the 2000 Plan. The 2007 Plan
provides for grants of non-qualified and incentive stock options,
restricted stock, stock appreciation rights and performance shares
to non-employee directors, officers, employees and consultants of
Hanmi Financial and its subsidiaries. The 2000 Plan provided for
the grant of non-qualified and incentive stock options. Although no
future stock options may be granted under the 2000 Plan, certain
employees, directors and officers of Hanmi Financial and its
subsidiaries still hold options to purchase Hanmi Financial common
stock under the 2000 Plan.
Under the 2007 Plan, we
may grant equity incentive awards for up to 375,000 shares of
common stock. As of December 31, 2011, 21,550 shares were
still available for issuance under the 2007 Plan.
The table below shows the
share-based compensation expense and related tax benefits for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2012 |
|
|
2011 |
|
|
2010 |
|
| |
|
(In Thousands) |
|
|
Share-Based Compensation
Expense
|
|
$ |
478 |
|
|
$ |
608 |
|
|
$ |
1,012 |
|
|
Related Tax Benefits
|
|
$ |
201 |
|
|
$ |
256 |
|
|
$ |
426 |
|
As of December 31,
2012, unrecognized share-based compensation expense was as
follows:
|
|
|
|
|
|
|
|
|
| |
|
Unrecognized
Expense |
|
|
Average Expected
Recognition Period |
|
| |
|
(In Thousands) |
|
|
Stock Option Awards
|
|
$ |
932 |
|
|
|
2.9 years |
|
|
Restricted Stock Awards
|
|
|
57 |
|
|
|
1.2 years |
|
|
|
|
|
|
|
|
|
|
|
Total Unrecognized Share-Based
Compensation Expense
|
|
$ |
989 |
|
|
|
2.8 years |
|
|
|
|
|
|
|
|
|
|
2007
Equity Compensation Plan and 2000 Stock Option
Plan
Stock
Options
All stock options granted
under the 2007 Plan have an exercise price equal to the fair market
value of the underlying common stock on the date of grant. Stock
options granted under the 2007 Plan generally vest based on 5 years
of continuous service and expire 10 years from the date of grant.
Certain option and share awards provide for accelerated vesting if
there is a change in control (as defined in the Plan). New shares
of common stock are issued or treasury shares are utilized upon the
exercise of stock options.
The weighted-average
estimated fair value per share of options granted under the Plans
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
Weighted-Average Estimated Fair Value
Per Share of Options Granted
|
|
$ |
5.40 |
|
|
$ |
6.23 |
|
|
$ |
— |
|
The weighted-average fair
value per share of options granted was estimated on the date of
grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
Weighted-Average
Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend Yield
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Expected Volatility
|
|
|
65.23 |
% |
|
|
103.76 |
% |
|
|
— |
|
|
Expected Term
|
|
|
3.0 years |
|
|
|
3.2 years |
|
|
|
— |
|
|
Risk-Free Interest Rate
|
|
|
0.32 |
% |
|
|
1.04 |
% |
|
|
— |
|
Expected volatility was
determined based on the historical weekly volatility of our stock
price over a period equal to the expected term of the options
granted. The expected term of the options represents the period
that options granted are expected to be outstanding based primarily
on the historical exercise behavior associated with previous option
grants. The risk-free interest rate was based on the U.S. Treasury
yield curve at the time of grant for a period equal to the expected
term of the options granted.
The following information
under the Plans is presented for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2012 |
|
|
2011 |
|
|
2010 |
|
| |
|
(In Thousands, Except Per Share Data) |
|
|
Grant Date Fair Value of Options
Granted
|
|
$ |
1,197 |
|
|
$ |
156 |
|
|
$ |
— |
|
|
Fair Value of Options
Vested
|
|
$ |
911 |
|
|
$ |
1,272 |
|
|
$ |
538 |
|
|
Total Intrinsic Value of Options
Exercised (1)
|
|
$ |
6 |
|
|
$ |
— |
|
|
$ |
14 |
|
|
Cash Received from Options
Exercised
|
|
$ |
10 |
|
|
$ |
— |
|
|
$ |
22 |
|
|
Weighted-Average Estimated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Per Share of Options
Granted
|
|
$ |
5.40 |
|
|
$ |
6.23 |
|
|
$ |
— |
|
| (1) |
Intrinsic value represents the difference between the
closing stock price on the exercise date and the exercise price,
multiplied by the number of options.
|
The following is a
summary of stock option transactions under the Plans for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2012 |
|
|
2011 |
|
|
2010 |
|
| |
|
Number
of
Shares
|
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Number
of
Shares
|
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Number
of
Shares
|
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Options Outstanding at Beginning of
Year
|
|
|
143,325 |
|
|
$ |
81.27 |
|
|
|
133,361 |
|
|
$ |
95.45 |
|
|
|
147,544 |
|
|
$ |
94.26 |
|
|
Options Granted
|
|
|
221,750 |
|
|
$ |
12.54 |
|
|
|
25,000 |
|
|
$ |
9.88 |
|
|
|
— |
|
|
$ |
— |
|
|
Options Exercised
|
|
|
(1,250 |
) |
|
$ |
8.32 |
|
|
|
— |
|
|
$ |
— |
|
|
|
(2,000 |
) |
|
$ |
10.80 |
|
|
Options Forfeited
|
|
|
(5,375 |
) |
|
$ |
8.61 |
|
|
|
(425 |
) |
|
$ |
64.89 |
|
|
|
(1,025 |
) |
|
$ |
136.96 |
|
|
Options Expired
|
|
|
(15,500 |
) |
|
$ |
98.76 |
|
|
|
(14,611 |
) |
|
$ |
39.09 |
|
|
|
(11,158 |
) |
|
$ |
91.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding at End of
Year
|
|
|
342,950 |
|
|
$ |
37.44 |
|
|
|
143,325 |
|
|
$ |
81.27 |
|
|
|
133,361 |
|
|
$ |
95.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Exercisable at End of
Year
|
|
|
159,762 |
|
|
$ |
66.19 |
|
|
|
107,475 |
|
|
$ |
104.25 |
|
|
|
99,586 |
|
|
$ |
111.52 |
|
The following is a
summary of transactions for non-vested stock options under the
Plans for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2012 |
|
|
2011 |
|
|
2010 |
|
| |
|
Number
of
Shares
|
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Number
of Shares |
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Number
of Shares |
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Non-Vested Options Outstanding at
Beginning of Year
|
|
|
35,850 |
|
|
$ |
25.20 |
|
|
|
33,775 |
|
|
$ |
17.68 |
|
|
|
54,550 |
|
|
$ |
21.65 |
|
|
Options Granted
|
|
|
221,750 |
|
|
$ |
12.54 |
|
|
|
25,000 |
|
|
$ |
9.88 |
|
|
|
— |
|
|
$ |
— |
|
|
Options Vested
|
|
|
(69,037 |
) |
|
$ |
13.20 |
|
|
|
(22,500 |
) |
|
$ |
56.54 |
|
|
|
(19,750 |
) |
|
$ |
27.28 |
|
|
Options Forfeited
|
|
|
(5,375 |
) |
|
$ |
8.61 |
|
|
|
(425 |
) |
|
$ |
64.89 |
|
|
|
(1,025 |
) |
|
$ |
44.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Vested Options Outstanding at
End of Year
|
|
|
183,188 |
|
|
$ |
12.37 |
|
|
|
35,850 |
|
|
$ |
25.20 |
|
|
|
33,775 |
|
|
$ |
17.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2012, stock options outstanding under the Plans were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Options Outstanding |
|
|
Options Exercisable |
|
| |
|
Number
of
Shares
|
|
|
Intrinsic
Value (1) |
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Weighted-
Average
Remaining
Contractual
Life |
|
|
Number
of
Shares
|
|
|
Intrinsic
Value (1) |
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Weighted-
Average
Remaining
Contractual
Life |
|
|
$8.00 to
$49.99
|
|
|
274,375 |
|
|
$ |
359 |
|
|
$ |
13.29 |
|
|
|
9.3 years |
|
|
|
91,187 |
|
|
$ |
136 |
|
|
$ |
15.14 |
|
|
|
8.7 years |
|
|
$50.00 to
$99.99
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
$100.00 to
$149.99
|
|
|
56,075 |
|
|
|
— |
|
|
$ |
126.63 |
|
|
|
2.4 years |
|
|
|
56,075 |
|
|
|
— |
|
|
$ |
71.14 |
|
|
|
2.4 years |
|
|
$150.00 to
$173.04
|
|
|
12,500 |
|
|
|
— |
|
|
$ |
167.52 |
|
|
|
3.8 years |
|
|
|
12,500 |
|
|
|
— |
|
|
$ |
167.52 |
|
|
|
3.8 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
342,950 |
|
|
$ |
359 |
|
|
$ |
37.44 |
|
|
|
8.0 years |
|
|
|
159,762 |
|
|
$ |
136 |
|
|
$ |
27.68 |
|
|
|
6.1 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Intrinsic value represents the difference between the
closing stock price on the last trading day of the period, which
was $13.59 as of December 31, 2012, and the exercise price,
multiplied by the number of options.
|
Restricted
Stock Awards
Restricted stock awards
under the 2007 Plan become fully vested after three to five years
of continued employment from the date of grant. Hanmi Financial
becomes entitled to an income tax deduction in an amount equal to
the taxable income reported by the holders of the restricted shares
when the restrictions are released and the shares are issued.
Restricted shares are forfeited if officers and employees terminate
prior to the lapsing of restrictions. Forfeitures of restricted
stock are treated as cancelled shares.
The table below provides
information for restricted stock awards under the 2007 Plan for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2012 |
|
|
2011 |
|
|
2010 |
|
| |
|
Number
of Shares |
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Number
of Shares |
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Number
of Shares |
|
|
Weighted-
Average
Exercise
Price Per
Share |
|
|
Restricted Stock at Beginning of
Year
|
|
|
19,725 |
|
|
$ |
11.66 |
|
|
|
18,200 |
|
|
$ |
14.38 |
|
|
|
22,925 |
|
|
$ |
15.04 |
|
|
Restricted Stock Granted
|
|
|
— |
|
|
$ |
— |
|
|
|
10,000 |
|
|
$ |
9.88 |
|
|
|
— |
|
|
$ |
— |
|
|
Restricted Stock Forfeited
|
|
|
(2,000 |
) |
|
$ |
8.32 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
Restricted Stock Vested
|
|
|
(7,225 |
) |
|
$ |
13.78 |
|
|
|
(8,475 |
) |
|
$ |
15.41 |
|
|
|
(4,725 |
) |
|
$ |
17.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock at End of
Year
|
|
|
10,500 |
|
|
$ |
10.83 |
|
|
|
19,725 |
|
|
$ |
11.66 |
|
|
|
18,200 |
|
|
$ |
14.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|