Salem Media Group, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

STOCK INCENTIVE PLAN

STOCK INCENTIVE PLAN

9 Months Ended

Sep. 30, 2016

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

NOTE 10. STOCK INCENTIVE PLAN

Our Amended and Restated 1999 Stock Incentive Plan (the “Plan”) provides for grants of equity-based awards to employees, non-employee directors and officers, and advisors of the company (“Eligible Persons”). The Plan is designed to promote the interests of the company using equity investment interests to attract, motivate, and retain individuals.

A maximum of 5,000,000 shares of common stock are authorized under the Plan. All awards have restriction periods tied primarily to employment and/or service. The Plan allows for accelerated or continued vesting in certain circumstances as defined in the Plan including death, disability, a change in control, and termination or retirement. The company Board of Directors, or a committee appointed by the Board, has discretion subject to limits defined in the Plan, to modify the terms of any outstanding award.

The Plan does not allow insiders, or key employees and directors to exercise awards during pre-defined blackout periods. Insiders may participate in plans established pursuant to Rule 10b5-1 under the Exchange Act that allow them to exercise awards subject to pre-established criteria.

We recognize non-cash stock-based compensation expense based on the estimated fair value of awards in accordance with FASB ASC Topic 718 “CompensationStock Compensation.” Stock-based compensation expense fluctuates over time as a result of the vesting periods for outstanding awards and the number of awards that actually vest. The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2016:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2016		2015		2016
	(Dollars in thousands)
Stock option compensation expense included in corporate expenses	$	97	$	94	$	413	$	296
Restricted stock awards compensation expense included in corporate expenses		14		-		29		24
Stock option compensation expense included in broadcast operating expenses		30		19		107		67
Stock option compensation expense included in digital media operating expenses		20		12		75		51
Stock option compensation expense included in publishing operating expenses		9		9		33		20
Total stock-based compensation expense, pre-tax	$	170	$	134	$	657	$	458
Tax provision for stock-based compensation expense		(68)		(54)		(263)		(183)
Total stock-based compensation expense, net of tax	$	102	$	80	$	394	$	275

Stock option and restricted stock grants

Eligible employees may receive stock option awards annually with the number of shares and type of instrument generally determined by the employee’s salary grade and performance level. Incentive and non-qualified stock option awards allow the recipient to purchase shares of the company common stock at a set price, not to be less than the closing market price on the date of award, for no consideration payable by the recipient. The related number of shares underlying the stock option is fixed at the time of the grant. Options generally vest over a four-year period with a maximum term of five years from the vesting date. In addition, certain management and professional level employees may receive stock option awards upon the commencement of employment.

The Plan also allows for awards of restricted shares, which are typically granted annually to non-employee directors of the company. Awards granted to non-employee directors are made in exchange for their services to the company as directors and therefore, the guidance in FASB ASC Topic 505-50 “Equity Based Payments to Non Employees” is not applicable. Restricted stock awards contain transfer restrictions under which they cannot be sold, pledged, transferred or assigned until the period specified in the award, generally one to five years. Restricted stock awards are independent of option grants and are granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards are considered issued and outstanding from the date of grant.

The fair value of each award is estimated as of the date of the grant using the Black-Scholes valuation model. The expected volatility reflects the consideration of the historical volatility of our stock as determined by the closing price over a six to ten year term commensurate with the expected term of the award. Expected dividends reflect the amount of quarterly distributions authorized and declared on our Class A and Class B common stock as of the grant date. The expected term of the awards are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rates for periods within the expected term of the award are based on the U.S. Treasury yield curve in effect during the period the options were granted. We use historical data to estimate future forfeiture rates to apply against the gross amount of compensation expense determined using the valuation model.

The weighted-average assumptions used to estimate the fair value of the stock option and restricted stock awards using the Black-Scholes valuation model were as follows for the three and nine months ended September 30, 2015 and 2016:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2016		2015			2016
Expected volatility		n/a		n/a		52.37	%		47.03	%
Expected dividends		n/a		n/a		4.28	%		5.36	%
Expected term (in years)		n/a		n/a		3.0			7.4
Risk-free interest rate		n/a		n/a		0.85	%		1.64	%

Activity with respect to the company’s option awards during the nine months ended September 30, 2016 is as follows:

Options	Shares		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(Dollars in thousands, except weighted average exercise price and weighted average grant date fair value)
Outstanding at January 1, 2016		1,581,123	$	4.87	$	3.39		4.3 years	$	1,786
Granted		549,500		4.85		1.33
Exercised		(331,246)		2.92		1.99
Forfeited or cancelled		(3,500)		5.44		2.38
Expired		(66,877)		8.16		6.11
Outstanding at September 30, 2016		1,729,000	$	5.11	$	2.90		4.8 years	$	2,047
Exercisable at September 30, 2016		848,375	$	5.55	$	3.94		3.1 years	$	844
Expected to Vest		836,154	$	4.69	$	1.90		4.8 years	$	1,174

Activity with respect to the company’s restricted stock awards during the nine months ended September 30, 2016 is as follows:

Restricted Stock Awards	Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(Dollars in thousands, except weighted average exercise price and weighted average grant date fair value)
Outstanding at January 1, 2016		8,000	$	5.83		0.2 years	$	40
Granted
Lapsed		(8,000)		5.83				52
Forfeited
Unvested outstanding at September 30, 2016			$				$

The aggregate intrinsic value represents the difference between the company’s closing stock price on September 30, 2016 of $5.88 and the option exercise price of the shares for stock options that were in the money, multiplied by the number of shares underlying such options. The total fair value of options vested during the nine months ended September 30, 2015 and 2016 was $1.5 million and $1.1 million, respectively.

As of September 30, 2016, there was $0.6 million of total unrecognized compensation cost related to non-vested stock option awards. This cost is expected to be recognized over a weighted-average period of 1.97 years.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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