Annual report pursuant to Section 13 and 15(d)

SHARE-BASED BENEFIT PLANS

v3.3.1.900
SHARE-BASED BENEFIT PLANS
12 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
SHARE-BASED BENEFIT PLANS
SHARE-BASED BENEFIT PLANS

2015 Equity Incentive Plan. On March 31, 2015, our board of directors adopted the Full House Resorts, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). Our stockholders approved the 2015 Plan on May 5, 2015, terminating our Amended and Restated 2006 Incentive Compensation Plan (the "2006 Plan"). The 2015 Plan includes shares reserved for issuance of up to 1,400,000 new shares to directors, employees and consultants and allows for a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and performance-based compensation. Stock option awards have 10-year terms and all awards issued thus far vest on an accelerated basis if there is a change in control of the Company, unless the awards are assumed by the successor as defined.

On May 5, 2015, members of our board of directors were issued 92,715 shares of restricted common stock as partial payment for their service as directors, and various employees of the Company were granted 320,000 stock options with an exercise price of $1.51, the closing price per share on the grant date. The stock options have a three year vesting period and vest ratably each year. As of December 31, 2015, we had 987,285 share-based awards available for grant from the 2015 Plan.

In November 2014, Daniel R. Lee, our President and Chief Executive Officer, was granted 943,834 nonqualified stock options. In January 2015, Lewis Fanger, our Senior Vice President, Chief Financial Officer and Treasurer, was granted 300,000 nonqualified stock options. Each grant was effected outside the 2015 Plan and in connection with their employment. Messrs. Lee and Fanger's stock options will vest with respect to 25% of the shares on the first anniversary of their respective grant dates, and will continue to vest with respect to an additional 1/48th of the shares on each monthly anniversary thereafter.

In conjunction with the Settlement Agreement on November 28, 2014 related to the transition of the Company's Board and Executives (Note 9), the remaining shares of unvested restricted stock under our 2006 Plan vested as of such date.

Stock Options. The following table summarizes information related to our common stock options:
 
Number
of Stock
Options
 
Weighted
Average
Exercise Price
Weighted Average Remaining Contractual Term
(in years)
Aggregate Instrinsic Value
Options outstanding at January 1, 2015
943,834

 
$
1.25

 
 
Granted
620,000

 
$
1.44

 
 
Exercised

 

 
 
Canceled/Forfeited

 

 
 
Options outstanding at December 31, 2015
1,563,834

 
$
1.33

9.05
$
537,610

Options exercisable at December 31, 2015
235,959

 
$
1.25

8.91
$
99,103



As of December 31, 2015, 235,959 stock options had vested, the remainder were unvested, and none of the unvested options are estimated to be forfeited.

As of December 31, 2015, there was approximately $0.6 million of unrecognized compensation cost related to unvested stock options granted by the Company. This unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.83 years.

The weighted-average grant date fair value of options granted during the years ended December 31, 2015 and 2014 were $1.44 and $1.25 per share.

Compensation Cost.  We recognized compensation expense of $0.3 million and $0.5 million for the years ended December 31, 2015 and 2014, respectively. Share-based compensation expense is included in selling, general and administrative expense on the Consolidated Statements of Operations. Costs associated with accelerating the vesting of shares associated with the termination of Mr. Hilliou’s and Mr. Miller’s employment, as described in Note 9, is included in board and executive transition costs on the Consolidated Statements of Operations.

We estimated the fair value of each stock option award on the grant date using the Black-Scholes valuation model. Option valuation models require the input of highly subjective assumptions, and changes in assumptions used can materially affect the fair value estimate. Option valuation weighted-average assumptions were as follows:

 
For the year ended December 31,
 
2015
2014
Expected volatility
51.3%
60.0%
Expected dividend yield
—%
—%
Expected term (in years)
4.4 years
3.0 years
Weighted average risk free rate
1.34%
0.88%


Expected volatility is based on the historical volatility of our stock price. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior.  The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award.