Share Based Compensation | 4 . Share-Based Compensation The Company’s 2008 Equity Compensation Plan (the “Plan”) allows for grants in the form of incentive stock options, nonqualified stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards. All of the Company’s officers, directors, employees, consultants and advisors are eligible to receive grants under the Plan. The maximum number of shares authorized for issuance under the amended and restated Plan is 32,200,000 and the maximum number of shares of stock that may be granted to any one employee for qualified performance-based compensation during a calendar year is 4,000,000 shares. Options to purchase shares of common stock are granted at exercise prices not less than 100% of fair market value on the dates of grant. The term of each option is ten years and the options typically vest in quarterly installments over a three-year period with a minimum vesting period of one year. As of June 30, 2017, the Plan had approximately 6,500,000 shares available for grant. Stock option exercises are satisfied through the issuance of new shares. Stock Options The following is a summary of stock option activity under the Plan as of and for the six months ended June 30, 2017: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding at December 31, 2016 11,313,909 $ 1.84 Granted 2,803,667 2.65 Exercised (969,108 ) 1.64 Cancelled/Forfeited (674,619 ) 2.49 Outstanding at June 30, 2017 12,473,849 2.01 7.4 $ 15,597,050 Exercisable at June 30, 2017 7,614,437 $ 1.94 6.2 $ 10,232,347 The per share weighted average fair values of all options granted during the six months ended June 30, 2017 and 2016 were estimated as $1.37 and $0.54, respectively, on the date of grant using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on the historical volatility of the Company’s stock price. The weighted average expected life is based on both historical and anticipated employee behavior. June 30, 2017 2016 Risk-free interest rate 1.8% 1.3% Annualized volatility 53.4% 51.6% Weighted average expected life, in years 6.0 6.0 Expected dividend yield 0.0% 0.0% During the six months ended June 30, 2017, stock option exercises resulted in cash proceeds to the Company of $1,590,204 and the issuance of 969,108 shares of common stock. No stock options were exercised during the six months ended June 30, 2016. The Company recognized $987,603 and $1,067,047 of compensation expense related to stock options for the six months ended June 30, 2017 and 2016, respectively, and $520,161 and $504,814 for the three months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, there was approximately $4,900,000 of total unrecognized compensation cost related to non-vested outstanding stock options that is expected to be recognized over a weighted average period of approximately 2.2 years. Long Term Incentive Program The Company’s Board of Directors has approved a long term incentive program (“LTIP”) for the benefit of the Company’s senior executives. Pursuant to the LTIP, the Company’s senior executives have been awarded stock options, restricted stock units (“RSU”) and performance stock units (“PSU”) with targeted values based on values granted to similarly situated senior executives in the Company’s peer group. The stock options have a ten-year term, have an exercise price equal to the closing price of the Company’s common stock on the date of grant, vest in quarterly installments over three years, were otherwise granted on the same standard terms and conditions as other stock options granted pursuant to the Plan and are included in the stock options table above. The RSUs vest in three equal annual installments. The PSU awards made to the senior executives vest and convert into shares of the Company’s common stock based on the Company’s attainment of certain performance goals as established by the Company’s Board of Directors over a performance period, which is typically three to five years. The performance stock unit awards and restricted stock unit awards granted under the long-term incentive program are summarized in the following table: Performance Stock Units Restricted Stock Units Number of Shares Weighted Average Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 1,347,289 $ 1.50 822,658 $ 1.39 Granted 649,180 2.81 649,180 2.66 Vested/settled — (287,508 ) 1.49 Forfeited/expired (502,308 ) 2.16 (67,464 ) 1.70 Outstanding at June 30, 2017 1,494,161 $ 2.04 1,116,866 $ 2.08 In 2017, 2016 and 2015, the LTIP awards include PSUs that may be earned based on the Company’s total shareholder return (“TSR”) relative to the Nasdaq Biotechnology Index (“NBI”) at the end of the performance period. The performance period is January 1, 2015 to December 31, 2017 for the 2015 award, January 1, 2016 to December 31, 2018 for the 2016 award and January 1, 2017 to December 31, 2019 for the 2017 award. Depending on the outcome of the performance goal, a recipient may ultimately earn a number of shares greater or less than their target number of shares granted, ranging from 0% to 150% of the PSUs granted. The fair values of the TSR PSUs granted was determined using a Monte Carlo simulation and utilized the following inputs and assumptions: 2017 Award 2016 Award 2015 Award Closing stock price on grant date $ 2.66 $ 1.12 $ 2.18 Performance period starting price $ 2.17 $ 1.29 $ 2.52 Term of award (in years) 2.57 2.58 2.59 Volatility 54.6 % 70.1 % 60.5 % Risk-free interest rate 1.39 % 0.97 % 0.83 % Expected dividend yield 0.00 % 0.00 % 0.00 % Fair value per TSR PSU $ 3.10 $ 1.25 $ 1.71 The performance period starting price is measured as the average closing price over the last 20 trading days prior to the performance period start. The Monte Carlo simulation model also assumed correlations of returns of the prices of the Company’s common stock and the common stocks of the NBI companies and stock price volatilities of the NBI companies. The fair value of the target number of shares that can be earned under the TSR PSUs is being recognized as compensation expense over the performance period. In connection with PSU awards, the Company recognized compensation expense of $88,296 and $8,294 for the six months ended June 30, 2017 and 2016, respectively. Compensation expense recognized in connection with RSU awards was $207,693 and $201,936 for the six months ended June 30, 2017 and 2016, respectively. Shares issued in connection with LTIP awards that vested in the six months ended June 30, 2017 and 2016 were net-share settled such that the Company withheld shares with a value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to satisfy tax obligations were 97,586 and 65,575 in the six months ended June 30, 2017 and 2016, respectively, and were based on the fair value of the shares on their vesting date as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to the taxing authorities were $248,709 and $64,096 in the six months ended June 30, 2017 and 2016, respectively, and are reflected as a financing activity within the consolidated statements of cash flows. These net-share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. |