EQUITY INCENTIVE PLANS | 9. EQUITY INCENTIVE PLANS In 2014, our stockholders approved our Equity Incentives Plan and authorized 3,750,000 shares of common stock for issuance pursuant to future awards under the Equity Plan. In addition, any shares from our Amended and Restated 1994 Equity Incentive Plan that expire, are cancelled or forfeited after the effective date of the Equity Incentives Plan may also be issued for future awards under the Equity Incentives Plan. All shares are awarded at the discretion of our Board of Directors in a variety of stock based forms including stock options, restricted stock and performance based stock units, and stock appreciation rights. Pursuant to the Equity Incentives Plan, incentive stock options may not be granted at less than the fair market value of our common stock at the date of the grant, and the option term may not exceed ten years. Stock options issued pursuant to the Equity Incentives Plan generally vest over four years. For holders of 10% or more of our voting stock, options may not be granted at less than 110% of the fair market value of the common stock at the date of the grant, and the option term may not exceed five years. Stock appreciation rights granted in tandem with an option shall have an exercise price not less than the exercise price of the related option. As of December 31, 2015, no stock appreciation rights have been issued. At December 31, 2015, there were 2,433,650 shares available for future grants under the Equity Incentives Plan and 1,611,324 shares available under our Amended and Restated 1994 Equity Incentive Plan. During 2014, our stockholders approved an amendment to the Director Plan to increase the number of shares available to 1,200,000. Under the terms of the Director Plan, options to purchase shares of common stock are automatically granted (A) to the Chairman of the Board of Directors (1) upon his or her initial election or appointment in the amount of 25,000 and vesting over three years and (2) upon his or her re-election or continuation on our board immediately after each annual meeting of stockholders in the amount of 25,000 and vesting one year from the date of grant, and (B) to each other Director (1) upon his or her initial election to our board in the amount of 30,000 and vesting over three years and (2) upon his or her re-election or continuation on our board in the amount of 15,000 and vesting one year from the date of grant. All options granted pursuant to the Director Plan have a term of ten years with exercise prices equal to fair market value on the date of grant. Through December 31, 2015, options to purchase 1,247,500 shares of common stock have been granted under this plan of which 820,000 shares are currently exercisable. As of December 31, 2015, 266,500 shares are available for future grant. Option activity under the Plans for the years ended December 31, 2013, 2014 and 2015 was as follows: Stock Options Number of Shares Weighted Average Exercise Price Outstanding as of December 31, 2012 7,157,458 $ 5.70 Granted 1,220,910 2.53 Exercised (3,000 ) 2.35 Cancelled (863,554 ) 4.82 Outstanding as of December 31, 2013 7,511,814 $ 5.28 Granted 1,150,119 2.47 Exercised — — Cancelled (937,319 ) 5.06 Outstanding as of December 31, 2014 7,724,614 $ 4.89 Granted 1,513,850 1.25 Exercised — — Cancelled (932,514 ) 4.82 Outstanding as of December 31, 2015 8,305,950 $ 4.24 Exercisable as of December 31, 2015 5,756,625 $ 5.12 The following table summarizes information about options outstanding at December 31, 2015: Options Outstanding Options Exercisable Range of Exercise Prices Number December 31, 2015 Weighted Average Contractual Life Weighted Average Exercise Price Exercisable as of December 31, 2015 Weighted Average Exercise Price $1.16–1.42 1,206,350 9.01 $ 1.17 7,800 $ 1.16 1.43–2.35 318,750 8.98 1.70 105,000 1.46 2.36–2.80 1,756,703 6.94 2.55 815,072 2.56 2.81–5.60 2,053,809 2.87 3.89 2,053,809 3.89 5.61–8.40 2,893,338 3.92 6.93 2,697,944 6.86 8.41–9.45 77,000 1.37 9.09 77,000 9.09 8,305,950 5.21 $ 4.24 5,756,625 $ 5.12 The aggregate intrinsic value of options outstanding at December 31, 2015 was $1,363. The weighted average grant date fair value of options granted in year ended December 31, 2015, 2014 and 2013 was $0.77, $1.65, and $1.69, per share, respectively. No options were exercised in the years ended December 31, 2015 and 2014. The intrinsic value of options exercised in the year ended December 31, 2013, was $1. Options vested, expected to vest and exercisable at December 31, 2015 are as follows: Options Weighted-Average Weighted-Average Aggregate Vested and unvested expected to vest at December 31, 2015 8,119,246 $ 4.24 5.21 $ 1,265 Exercisable at December 31, 2015 5,756,625 $ 5.12 3.82 $ 83 The total compensation cost not yet recognized as of December 31, 2015 related to non-vested option awards was $2,545 which will be recognized over a weighted-average period of 2.3 years. During the year ended December 31, 2015, 205,980 shares were forfeited with a weighted average grant date fair value of $1.48 per share and a weighted average exercise price of $2.35 per share. During the year ended December 31, 2015, 726,534 shares expired with a weighted average grant date fair value of $3.30 per share and a weighted average exercise price of $5.52 per share. The weighted average remaining contractual life for options exercisable at December 31, 2015 was 3.8 years. In 2013, we granted 242,697 shares of restricted stock to employees, vesting annually over a four year period. No restricted stock was granted in 2015 or 2014. The weighted average fair value of the restricted stock at the time of grant in 2013 was $2.51 per share, and is being expensed ratably over the vesting period. We recognized share-based compensation expense related to restricted stock of $76, $88 and $187 for the year ended December 31, 2015, 2014 and 2013, respectively. Restricted stock activity under the equity incentives plan for the year ended December 31, 2015 was as follows: Restricted Stock Number of Shares Weighted Average Fair Value Unvested as of December 31, 2014 105,665 $ 2.51 Granted — — Vested (36,101 ) 2.51 Cancelled (10,929 ) 2.51 Unvested as of December 31, 2015 58,635 $ 2.51 The fair value of restricted stock vested in 2015, 2014 and 2013 was $78, $78 and $206, respectively. In July 2010, the Company amended its chief executive officer’s (the “CEO’s”) employment agreement to grant the CEO 100,000 stock options, of which 25% vested upon grant and 25% vest annually over the next three years, and a maximum of 390,000 performance-based stock units that vest upon the achievement of certain performance and market based targets. In March 2013, the Company amended its CEO’s employment agreement to modify the performance and market based targets. In February 2012, the Company amended its chief medical officer’s (the “CMO’s”) employment agreement to grant the CMO 50,000 performance-based stock units that vest upon the achievement of certain performance based targets. In March 2013, the Company amended its chief operating officer’s (the “COO’s”) employment agreement to grant the COO 125,000 performance-based stock units that vest upon the achievement of certain performance based targets. In March 2013, the Company amended its CMO’s employment agreement to grant the CMO 120,000 performance-based stock units that vest upon the achievement of certain performance based targets. Through December 31, 2015 no expense has been recorded for any performance-based stock units granted to the CEO, COO, or CMO. In 1996, the stockholders adopted the Purchase Plan. This plan enables eligible employees to exercise rights to purchase our common stock at 85% of the fair market value of the stock on the date the right was granted or the date the right is exercised, whichever is lower. Rights to purchase shares under the Purchase Plan are granted by the Board of Directors. The rights are exercisable during a period determined by the Board of Directors; however, in no event will the period be longer than twenty-seven months. The Purchase Plan is available to substantially all employees, subject to certain limitations. In 2011, our stockholders approved an amendment to the Purchase Plan to increase the aggregate number of shares of the Company’s common stock that may be issued to 2,400,000. As of December 31, 2015, 2,146,540 shares have been purchased and 253,460 shares are available for future sale under the Purchase Plan. We recognized share-based compensation expense related to the Purchase Plan of $60, $58 and $124 for the year ended December 31, 2015, 2014 and 2013, respectively. |