Tellurian Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock Based Compensation

Stock Based Compensation

12 Months Ended

Jun. 30, 2015

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

Stock Based Compensation

Note 9 - Stock Based Compensation

The 2012 Stock Incentive Plan

On January 16, 2013, the Company's shareholders approved the Magellan Petroleum Corporation 2012 Omnibus Incentive Compensation Plan (the "2012 Stock Incentive Plan"). The 2012 Stock Incentive Plan replaced the Company's 1998 Stock Incentive Plan (the "1998 Stock Plan"). The 2012 Stock Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock and/or restricted stock units, performance shares and/or performance units, incentive awards, cash awards, and other stock based awards to selected employees, including officers, directors, and consultants of the Company (or subsidiaries of the Company). The stated maximum number of shares of the Company's common stock authorized for awards under the 2012 Stock Incentive Plan is 625,000 shares plus the remaining number of shares under the 1998 Stock Plan immediately before the effective date of the 2012 Stock Incentive Plan, which was 36,054 as of January 15, 2013. The number of aggregate shares available for issuance will be reduced by 1 share for each share granted in the form of a stock option or stock appreciation right and 2 shares for each share granted in the form of any award that is not a stock option or stock appreciation right that is settled in stock. The maximum aggregate annual number of common shares or options that may be granted to one participant is 125,000, and the maximum annual number of performance shares, performance units, restricted stock, or restricted stock units that may be granted to any one participant is 62,500. The maximum term of the 2012 Stock Incentive Plan is ten years. In October 2014, the Company repurchased 189,062 options from a former executive, which options were previously granted under the Company's 1998 Stock Plan. Pursuant to the terms of the 2012 Stock Incentive Plan, the unissued shares underlying these unexercised options were added to the shares available for issuance under the 2012 Stock Incentive Plan.

Stock Option Grants

Under the 2012 Stock Incentive Plan, stock option grants may contain vesting provisions such that they are TBOs, PBOs, or MBOs. During the fiscal year ended June 30, 2015, the Company granted 16,875 TBOs, 156,250 PBOs, and 49,998 MBOs to executives and employees. During the fiscal year ended June 30, 2014, the Company granted 77,493 TBOs, 187,500 PBOs and 187,500 MBOs to executives and employees.

Performance targets that trigger the vesting of the 156,250 PBOs granted in October 2014 include: (i) procuring a commercially viable commitment for the supply of CO₂ to a full-field CO₂-EOR development at Poplar at or below a certain price threshold (weighted 20%); (ii) preparing Poplar for a commercially viable CO₂-EOR development (weighted 40%); (iii) progressing the Company's UK operations by participation in a well in the Weald Basin (weighted 20%); and (iv) moving forward with the Farnham Dome project by both exercising one of the options related to the purchase of CO₂ at Farnham Dome and identifying an applicable oil project to utilize CO₂ from Farnham Dome (weighted 20%). The determination of whether any of these performance targets has been met is subject to a determination of the Board. As of June 30, 2015, no performance targets had been met.

The 49,998 MBOs granted in October 2014 will vest and become exercisable, subject to certain provisions related to ongoing employment and a three-year vesting period, if, at the end of any period of 90 trading days (a “Window”), (A) the closing price of the common stock as reported by NASDAQ (the “Closing Price”) on each of the first 10 trading days of a Window equals or exceeds $40.00 per share; and (B) the median of the Closing Prices for the common stock during such Window equals or exceeds $40.00 per share.

Performance metrics used to measure the potential vesting of the PBOs granted in October 2013 consist of: (i) completing the drilling of the CO₂-EOR pilot program at Poplar (weighted 10%); (ii) Board approval of a full field CO₂-EOR development project at Poplar (weighted 40%); (iii) sale of substantially all of the Amadeus Basin assets (weighted 20%); (iv) approval of a farmout agreement or the ability to participate in drilling one well in the Weald Basin with internally developed funding, including proceeds from a sale of assets (weighted 20%); and (v) approval and execution of a farmout agreement for drilling one well in the Bonaparte Basin (weighted 10%). As of June 30, 2015, performance metrics (i), (iii) and (iv) had been met.

Potential vesting of the market based stock options granted in October 2013 is subject to the Company maintaining a $18.80 per share closing price for 10 consecutive trading days and median stock price of $18.80 over a period of 90 days.

During the year ended June 30, 2015, 61,849 stock options were exercised, resulting in the issuance of 34,112 shares of common stock, which number is net of shares withheld to satisfy certain employee tax and exercise price obligations. During the prior year, 34,375 stock options were exercised, resulting in the issuance of 28,877 shares of common stock, which number is net of shares withheld to satisfy certain employee tax and exercise price obligations.

During the year ended June 30, 2015, 427,969 stock options were forfeited or canceled, including 189,062 options repurchased from a former executive (see Cancellations, below). During the prior year, 16,250 stock options were canceled or forfeited.

During the year ended June 30, 2015, 12,499 stock options expired without exercise. During the prior year period, no stock options expired.

As of June 30, 2015, a total of 332,028 MBOs and PBOs had not vested, and 169,453 shares, including forfeited or canceled options, remained available for future issuance under the 2012 Stock Incentive Plan. During the fiscal year ended June 30, 2015, no options were issued outside of the 2012 Stock Incentive Plan. Options outstanding have expiration dates ranging from September 30, 2015, to January 12, 2025.

The following table summarizes the stock option activity for the fiscal years ended:



	June 30,
	2015			2014
	Number of Shares		WAEPS ⁽¹⁾	Number of Shares		WAEPS ⁽¹⁾
Fiscal year beginning balance	1,311,528		$10.08	909,660		$10.90
Granted	223,123		$13.83	452,493		$8.27
Exercised	(61,849	)	$8.74	(34,375	)	$8.53
Forfeited/canceled	(427,969	)	$9.68	(16,250	)	$8.31
Expired	(12,499	)	$8.90	—		$0.00
Options outstanding at end of fiscal year	1,032,334		$11.15	1,311,528		$10.08
Weighted average remaining contractual term of outstanding options			5.6 years			6.0 years

⁽¹⁾ Weighted average exercise price per share.

The total fair value of stock options vesting during the fiscal years ended June 30, 2015, and 2014, was $132 thousand, and $1.2 million, respectively. During the fiscal year ended June 30, 2015, 61,849 stock options were exercised for a number of 34,112 common stock shares, net of shares withheld to satisfy employee tax obligations. During the fiscal year ended June 30, 2014, 28,877 net common shares were issued in exchange for stock options exercised. Cash received from the exercise of stock options for the fiscal years ended June 30, 2015, and 2014, respectively, was $115 thousand, and $201 thousand. The following table summarizes options outstanding and exercisable as of June 30, 2015:



			Options outstanding				Options exercisable
Range of exercise prices			Number of shares		Weighted average remaining contractual life	WAEPS ⁽¹⁾	Number of shares		Weighted average remaining contractual life	WAEPS ⁽¹⁾
$6.32	-	$8.32	273,747		8.1 years	$8.08	81,092		7.2 years	$7.98
$8.33	-	$9.44	190,622		5.0 years	$8.77	186,248		5.0 years	$8.78
$9.45	-	$11.20	198,436		1.3 years	$9.60	198,436		1.3 years	$9.60
$11.21	-	$14.56	200,779		7.4 years	$14.05	44,531		0.4 years	$12.80
$14.57	-	$19.28	168,750		5.1 years	$17.22	168,750		5.1 years	$17.22
			1,032,334		5.6 years	$11.15	679,057		3.9 years	$11.29
Aggregate intrinsic value			$	—			$	—

⁽¹⁾ Weighted average exercise price per share.

The fair value of shares issued under the 2012 Stock Incentive Plan were estimated using the following weighted-average assumptions for the fiscal years ended:



	June 30,
	2015												2014
	TBOs			PBOs ⁽¹⁾					MBOs ⁽²⁾				TBOs			PBOs ⁽¹⁾					MBOs ⁽²⁾
Number of options	16,875			156,250					49,998				77,493			187,500					187,500
Weighted-average grant date fair value per share	$3.73			$7.13					$9.39				$4.79			$4.50					$	5.52
Expected dividend	$0.00			$0.00					$0.00				$0.00			$0.00					$0.00
Forfeiture rate	23		%	15				%	15			%	—		%	—				%	—			%
Risk free interest rate		1.5%		1.7	%	-	1.7%				2.4%			1.3	%	1.5	%	-	1.7%				2.8%
Expected life (years)		6.0		5.3		-	5.4		3.2	-	3.9			6.0		0.4		-	1.6				2.6
Expected volatility (based on historical price)		57.4%		53.6	%	-	54.1%				64.4%			62.1	%	61.7	%	-	61.9%				66.6%

⁽¹⁾The terms related to these PBOs were estimated using an average probabilistic weighted method.

⁽²⁾ The Company assumed MBOs will be voluntarily exercised at the midpoint of vesting, and the contractual term.

Stock Compensation Expense

The Company recorded $891 thousand and $2.0 million of stock compensation expense for the fiscal years ended June 30, 2015, and 2014, respectively. The $891 thousand of stock compensation expense for the year ended June 30, 2015 consisted of expense amortization related to prior period awards of $555 thousand, expense amortization related to current period option grants of $708 thousand, and stock awards and forfeitures as described below.

Stock based compensation is included under general and administrative expense in the consolidated statements of operations. At June 30, 2015, there was a total of $0.9 million in unrecognized stock compensation expense related to stock options granted. This cost is expected to be recognized over a weighted-average period of 1.4 years. The amount of unrecognized compensation expense noted above does not necessarily represent the amount that will ultimately be realized by the Company in its consolidated statement of operations. During the fiscal year ending June 30, 2016, it is expected that an additional 20,624 stock options will vest.

Stock Awards

In connection with certain executive promotions effective on October 31, 2014, the Board’s Compensation, Nominating and Governance Committee (the “CNG Committee”) established a new 2015 incentive compensation program that included grants of an aggregate of 12,500 shares of restricted stock under the 2012 Stock Incentive Plan to the Company's three senior executives and 6,250 shares of restricted stock under the 2012 Stock Incentive Plan to the Chairman of the Board. Total compensation expense from the issuance of restricted stock to executives for the year ended June 30, 2015, was $79 thousand.

The Company's director compensation policy is designed to provide the Company's non-employee directors with a portion of their annual base Board service compensation in the form of equity. On July 1, 2014, the Company issued a total of 12,041 shares of its Common Stock to non-employee directors and one board-observer pursuant to this policy and the 2012 Stock Incentive Plan. Pursuant to the compensation policy, one director elected to apply his annual compensation to the exercise of a portion of his previously awarded and vested options in lieu of receiving a share award, resulting in the issuance of an additional 2,734 shares upon exercise. Total compensation expense from the issuance of non-employee director compensation for the year ended June 30, 2015, was $264 thousand.

Forfeitures

During the year ended June 30, 2015, 238,907 unvested stock options and 17,500 unvested shares of restricted stock that were previously granted were forfeited. The forfeiture of unvested options and unvested restricted stock resulted in the reversal of previously recorded compensation expense of $648 thousand and $67 thousand, respectively, which was recorded as an offset to general and administrative expense during the year ended June 30, 2015 in the accompanying consolidated statement of operations.

Cancellations

On October 10, 2014, Magellan entered into an Options and Stock Purchase Agreement (the "Agreement") with William H. Hastings, a former executive officer and director of the Company and a beneficial owner of more than 5% of the Company’s Common Stock as of October 10, 2014. The Agreement provided for the repurchase by the Company from Mr. Hastings of 31,250 shares of the Company’s Common Stock and options to acquire 189,062 shares of the Company’s Common Stock. The gross proceeds that were paid to Mr. Hastings on October 17, 2014, pursuant to the Agreement totaled $1.4 million (the "Proceeds") and were subject to applicable tax withholdings. Of the Proceeds, $983 thousand related to the repurchase of the options, which amount was subject to applicable withholding tax withheld from and remitted on behalf of the former executive in the amount of $318 thousand. The Company canceled the 189,062 repurchased options and, pursuant to the terms of the 2012 Stock Incentive Plan, added the unissued shares underlying these unexercised options to the shares available for issuance under the 2012 Stock Incentive Plan. Of the Proceeds, the remaining $462 thousand related to the repurchase of the shares of Common Stock. See Note 11 - Stockholders' Equity for further detail.