Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation Plans

v2.4.0.8
Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2013
Stock-Based Compensation Plans [Abstract]  
Stock-based Compensation
(9) Stock-Based Compensation Plans

(a)  Restricted Stock Plan

In 2006, our stockholders approved the VSE Corporation 2006 Restricted Stock Plan for its directors, officers and other employees (the "2006 Plan").  On May 3, 2011, the stockholders approved amendments to the 2006 Plan extending the term thereof until May 3, 2016.  Under the provisions of the 2006 Plan, we are authorized to issue up to 250,000 shares of our common stock.  The Compensation Committee is responsible for the administration of the 2006 Plan, and determines each recipient of an award under the 2006 Plan, the number of restricted shares of common stock subject to such award and the period of continued employment required for the vesting of such award.  These terms are included in award agreements between us and the recipients of the award.  As of December 31, 2013, 51,503 shares of our common stock were available for issuance under the 2006 Plan.

Non-employee directors were awarded 16,100 and 10,800 shares of restricted stock on January 2, 2013 and January 3, 2012, respectively, under the 2006 Plan. The grant-date fair value of these restricted stock grants was $25.68 per share and $25.22 per share for the shares awarded in 2013 and 2012, respectively. The shares issued vested immediately and cannot be sold, transferred, pledged or assigned before the second anniversary of the grant date. Compensation expense related to these grants was approximately $413 thousand and $272 thousand during 2013 and 2012, respectively.

In January of every year since 2007, we have notified certain employees that they are eligible to receive awards under our 2006 Plan based on our financial performance for the respective fiscal years.  These restricted stock awards are expensed and a corresponding liability is recorded ratably over the vesting period of approximately three years.  Upon issuance of shares on each vesting date, the liability is reduced and additional paid-in capital is increased.   The date of award determination is expected to be in March 2014 for the 2013 awards.   The date of award determination for the 2012 awards and the 2011 awards was March 1, 2013 and March 2, 2012, respectively. On each vesting date, 100% of the vested award is paid in our shares.   The number of shares issued is based on the fair market value of our common stock on the vesting date.  The earned amount is expensed ratably over the vesting period of approximately three years. On March 1, 2013, the employees eligible for the 2012 awards, 2011 awards and 2010 awards received a total of 23,661 shares of common stock.  The grant-date fair value of these awards was $22.58 per share.

The total stock-based compensation expense related to restricted stock awards for the years ended December 31, are as follows (in thousands):

 
 
2013
   
2012
   
2011
 
Employees
 
$
1,163
   
$
650
   
$
882
 
Non-employee Directors
   
413
     
272
     
347
 
   Total
 
$
1,576
   
$
922
   
$
1,229
 

Employees are permitted to forfeit a certain number of shares to cover their personal tax liability for restricted stock awards. We paid approximately $257 thousand, $332 thousand and $393 thousand, to cover this liability in the years ended December 31, 2013, 2012 and 2011, respectively. These payments are classified as financing cash flows on the consolidated statements of cash flows. As of December 31, 2013, the total compensation cost related to non-vested awards not yet recognized was approximately $891 thousand with a weighted average amortization period of 2.1 years.

(b) Stock-Based Compensation Expense

Stock-based compensation, which includes compensation recognized on stock option grants and restricted stock awards, was included in contract costs and the following line items on the accompanying statements of income for the years ended December 31, 2013, 2012 and 2011 (in thousands):

 
 
2013
   
2012
   
2011
 
Stock-based compensation included in contract costs
 
$
1,576
   
$
1,076
   
$
1,427
 
Income tax benefit recognized for stock-based compensation
   
(606
)
   
(414
)
   
(546
)
  Total stock-based compensation expense,  net of income tax benefit
 
$
970
   
$
662
   
$
881