Annual report pursuant to section 13 and 15(d)

Note 9: Stock Options

v2.3.0.11
Note 9: Stock Options
12 Months Ended
Dec. 31, 2011
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
Note 9:  Stock Options

The Company has adopted the provisions of Topic 718, Compensation, of the Accounting Standards Codification, which requires companies to measure the cost of employee services received in exchange for equity instruments based on the grant date fair value of those awards and to recognize the compensation expense over the requisite service period during which the awards are expected to vest.

On December 29, 2008, the Company adopted the Pacific Entertainment Corporation 2008 Stock  Option Plan (the “Plan”), which provides for the issuance of qualified and non-qualified stock options to officers, directors, employees and other qualified persons. The Plan is administered by the Board of Directors of the Company or a committee appointed by the Board of Directors. The number of shares of the Company’s common stock initially reserved for issuance under the Plan was 11 million.  On September 2, 2011, the shareholders holding a majority of the Company’s outstanding common stock adopted an amendment to the Company’s 2008 Stock Option Plan to increase the number of shares of common stock issuable under the plan to 50 million.  

On June 21, 2010, the Company issued a Stock Option Grant notice to James Sommers, pursuant to a an agreement for consulting services rendered, under the 2008 Stock Option Plan, as amended.  An option to purchase up to 250,000 shares of common stock at an exercise price of $0.50 per share was granted with a 3 year life, fully vesting on the date of grant.  The exercise price was determined using an average of the closing price of the five days immediately preceding the Date of Grant.  The Company’s calculation of the fair market value of the stock-based award was $0.26 per option, or $63,894.  The full value of the option was expensed in 2010.

On October 3, 2010 the Company issued a Stock Option Grant notice to Anthony Dates, Vice President of Sales, pursuant to a an agreement for a salary reduction effective on that date, under the 2008 Stock Option Plan, as amended.  An option to purchase up to 25,000 shares of common stock at an exercise price of $0.50 per share was granted with a 5 year life, fully vesting on December 31, 2010.  The exercise price was determined using an average of the closing price of the five days immediately preceding the Date of Grant.  The Company’s calculation of the fair market value of the stock-based award was $0.32 per option, or $16,046.  The full value of the option was expensed in 2010.

On December 31, 2010 the Company issued Stock Option Grant notices to ten employees and service providers under the 2008 Stock Option Plan, as amended.  An option to purchase up to 100,000 shares of common stock at an exercise price of $0.336 per share was granted with a 5 year life, fully vesting on December 31, 2010.  The exercise price was determined using an average of the closing price of the five days immediately preceding the Date of Grant.  The Company’s calculation of the fair market value of the stock-based award that was granted was $0.15 per option, or $15,068 for all of the options granted.  The full value of the option was expensed in 2010.

On December 31, 2010, the Company issued a Stock Option Grant notice to Jeanene Morgan in conjunction with her appointment as Chief Accounting and Operating Officer under the 2008 Stock Option Plan, as amended.  An option to purchase up to 450,000 shares of common stock at an exercise price of $0.336 per share was granted with a vesting schedule of 150,000 shares on December 31, 2010 and 100,000 vesting each year thereafter on Decembers 31, 2011, 2012 and 2013.  The option has a 5 year life from the date of vesting.  The exercise price was determined using an average of the closing price of the five days immediately preceding the Date of Grant.  The Company’s calculation of the fair market value of the stock-based award that was granted was $0.15 per option, or $67,806 for all of the options granted.  Expense was recorded in 2010 for 150,000 vested options in the amount of $22,602, with the remaining $45,204 to be amortized on a straight line basis over the remaining three years of the vesting schedule.  For the twelve month period ended December 31, 2011, an additional expense was recorded in the amount of $15,068.

The Company used the Black-Scholes valuation model to estimate the grant date fair value of the options granted in 2010.  The Company used the following assumptions for the 2010 valuations:

Risk-free interest rate
1.21% – 2.01%
Expected life in years
3-5
Dividend yield
0
Expected volatility 
68.54% - 80.23%

 On January 1, 2011, the Company issued a Stock Option Grant to Anthony Dates for the purchase of up to 25,000 shares of common stock, fully vesting as of March 31, 2011.  The exercise price of $0.336 was determined using an average of the closing price of the five days immediately preceding the Date of Grant.  The Company’s calculation of the fair market value of the stock-based award that was granted was $0.14 per option, or $3,426 for the option granted.  The full value of the options was expensed in 2011.

On April 1, 2011, pursuant to employment agreements between the Company and Messrs. Moeller, Meader, Larry Balaban and Howard Balaban each executive has been granted a non-qualified stock option to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.44 per share, vesting as to 250,000 shares on April 1, 2011 and 250,000 shares per year on the anniversary date of the agreements.  The options have a 10 year life from the date of grant.  The exercise price was determined using 110% of the average of the closing price of the five days immediately preceding the Date of Grant.  The Company’s calculation of the fair market value of the stock-based award that was granted was $0.19 per option, or $756,304 for all of the options granted.  Expense was recorded in 2011 in the amount of $330,883 representing 1,000,000 options vested on April 1, 2011 and the amortized expense for the remaining 3,000,000 options recognized on a straight line basis over the remaining three years of the vesting schedule.

On April 1, 2011, the Company issued a stock option grant to Anthony Dates for the purchase of up to 25,000 shares of common stock, fully vesting as of June 30, 2011. The Company’s calculation of the fair market value of the stock-based award that was granted was $0.15 per option, or $3,448 for the option granted.  The full value of the option was expensed in 2011.

On June 1, 2011, as a result of a consulting agreement with Al Kahn to provide certain management and advisory services, the Company issued a stock option grant notice to purchase up to 1,000,000 shares of the Company’s common stock, vesting as to 500,000 shares each on May 31, 2012 and 2013.  The exercise price is $0.44 per share.  The Company’s calculation of the fair market value of the stock-based award that was granted was $0.05 per option, or $49,257 for the option granted.  The expense was amortized over the vesting schedule on a straight line basis.  A total expense of $14,367 was recognized in 2011.

On July 1, 2011, the Company issued a stock option grant to Anthony Dates for the purchase of up to 25,000 shares of common stock, fully vesting as of September 30, 2011. The Company’s calculation of the fair market value of the stock-based award that was granted was $0.04 per option, or $1,122 for the option granted.  The full value of the options was expensed in 2011.

On October 1, 2011, the Company issued a stock option grant to Anthony Dates for the purchase of up to 25,000 shares of common stock, fully vesting as of December 31, 2011. The Company’s calculation of the fair market value of the stock-based award that was granted was $0.05 per option, or $1,250 for the option granted.  The full value of the options was expensed in 2011.

On December 31, 2011 the Company issued Stock Option Grant notices to eighteen employees and service providers under the 2008 Stock Option Plan, as amended.  Options to purchase 715,000 shares of common stock at an average exercise price of $0.21 per share were granted with a 5 year life, fully vesting on December 31, 2011.  The exercise price was determined using an average of the closing price of the five days immediately preceding the Date of Grant.  The Company’s calculation of the fair market value of the stock-based award that was granted was $0.09 per option, or $65,890 for all of the options granted.  The full value of the options was expensed in 2011.

On December 31, 2011, the Company issued a Stock Option Grant notice to Denise Kovac in conjunction with her employment as Marketing Director under the 2008 Stock Option Plan, as amended.  An option to purchase up to 250,000 shares of common stock at an exercise price of $0.44 per share was granted fully vesting on September 30, 2012.  The Company’s calculation of the fair market value of the stock-based award that was granted was $0.06 per option, or $14,007 for all of the option granted.  Expense was recorded in 2011 in the amount of $3,502, with the remaining balance to be expensed in 2012.

The Company used the Black-Scholes valuation model to estimate the grant date fair value of the options granted in 2011.  The Company used the following assumptions for the 2011 valuations:

Risk-free interest rate
.85% – 2.20%
Expected life in years
5-10
Dividend yield
0
Expected volatility 
59.19% - 61.68%

As of September 30, 2011, options to purchase up to 40,000 shares of the Company’s common stock previously issued in 2009 and 2010 expired due to the termination of employees.

The following schedule summarizes the changes in the Company’s stock option plan:

               
Weighted
         
Weighted
 
   
Options Outstanding
   
Average
         
Average
 
   
Number
   
Exercise
   
Remaining
   
Aggregate
   
Exercise
 
   
of
   
Price
   
Contractual
   
Intrinsic
   
Price
 
   
Shares
   
per Share
   
Life
   
Value
   
per Share
 
                                         
Balance at December 31, 2009
   
8,130,000
   
$
0.44-0.55
     
4.07 years
     
-
   
$
0.44
 
Options Granted
   
840,000
     
0.34-0.50
   
4.97 years
     
-
     
0.39
 
Options Exercised
   
-
     
-
     
-
     
-
     
-
 
Options Expired
   
-
     
-
     
-
     
-
     
-
 
Balance at December 31, 2010
   
8,970,000
     
0.34-0.55
   
3.25 years
     
-
     
0.44
 
Options Granted
   
6,065,000
     
0.18-0.50
   
7.22 years
     
-
     
0.39
 
Options Exercised
   
-
     
-
     
-
     
-
     
-
 
Options Expired
   
(40,000)
     
0.34-0.55
     
-
     
-
     
-
 
Balance at December 31, 2011
   
14,995,000
   
$
0.18-0.55
   
4.47 years
     
-
   
$
0.43
 
                                         
Exercisable December 31, 2011
   
10,545,000
   
$
0.18-0.55
   
4.47 years
     
-
   
$
0.43