Stock-Based Compensation | 12. Stock-Based Compensation 2006 Stock Incentive Plan The Company’s 2006 Stock Incentive Plan (“the 2006 Plan”), was adopted by the Company’s board of directors in May 2006, amended by its board of directors in September 2006, approved by its stockholders in September 2006 and became effective in October 2006, upon the closing of the Company’s initial public offering. The Company originally reserved for issuance 750 shares of common stock under the 2006 Plan. In addition, the Plan contained an “evergreen” provision, which allowed for an annual increase in the number of shares available for issuance under the Plan on the first day of each fiscal year during the period beginning on the first day of fiscal year 2007 and ending on the second day of fiscal year 2010. Under the evergreen provision, the Company registered an additional 2,673 shares of common stock to be issued under the 2006 Plan. On June 10, 2010, stockholders of the Company approved an amendment to the 2006 Plan to increase by 3,000 shares the number of shares of common stock reserved for issuance under the 2006 Plan from 3,423 shares to 6,423 shares. On June 5, 2012, stockholders of the Company approved an amendment to the 2006 Plan to increase by 7,000 shares the number of shares of common stock reserved for issuance under the 2006 Plan from 6,423 shares to 13,423 shares. The 2006 Plan provided for the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards. The Company’s officers, employees, consultants, advisors and directors, and those of any subsidiaries, were eligible to receive awards under the 2006 Plan. The Company’s board of directors administered the 2006 Plan. Following the adoption of the 2015 Stock Incentive Plan, the Company no longer grants stock options or other awards under the 2006 Plan. 2015 Stock Incentive Plan The Company’s 2015 Stock Incentive Plan (“the 2015 Plan”), was approved by the Company’s stockholders in June 2015. The 2015 Plan replaced the Company’s 2006 Stock Incentive Plan, as amended, (the “2006 Plan”). Upon the approval of the 2015 Plan by stockholders, the 2006 Plan terminated, and all then outstanding awards under the 2006 Plan remained in effect, but no additional awards will be made under the 2006 Plan. However, the terms of the 2006 Plan will continue to apply to awards previously granted under the 2006 Plan. The 2015 Plan allows for the issuance of 6,900 new shares of common stock plus up to 1,894 shares of common stock that remained available for issuance under the previously approved 2006 Plan immediately prior to the effectiveness of the 2015 Plan, all of which shares rolled over and became available for issuance under the 2015 Plan upon its effectiveness. Solely to the extent that any of the 8,727 shares of common stock subject to awards that were issued and outstanding under the 2006 Plan immediately prior to the effectiveness of the 2015 Plan expire, terminate, are surrendered, cancelled or forfeited, such shares also will become available for the future grant of awards under the 2015 Plan. All of the foregoing share numbers are subject, in the case of incentive stock options, to any limitations under the Internal Revenue Code of 1986, as amended (the “Code”), and are also subject to adjustment upon stock splits, stock dividends, and other specified events. Certain sub-limitations apply to the shares available for issuance under the 2015 Plan. The 2015 Plan allows for the issuance of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The maximum number of shares with respect to which awards may be granted to any participant under the 2015 Plan may not exceed 1,500 shares per fiscal year (subject to adjustment upon stock splits, stock dividends, and other specified events). The maximum aggregate number of shares with respect to which awards may be granted to directors who are not employees of the Company at the time of grant will be 10% of the maximum number of shares authorized for issuance under the 2015 Plan. The 2015 Plan is administered by the Company’s Board of Directors and allows for the issuance of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock awards, and other stock-based awards. The Company’s officers, employees, consultants, advisors and directors are eligible to receive awards under the 2015 Plan; however, incentive stock options may only be granted to employees. Options granted under the Company’s 1998 Stock Option Plan, 2006 Stock Incentive Plan and the 2015 Stock Incentive Plan (the “Plans”), are exercisable for a period determined by the Company, but in no event longer than ten years from the date of the grant. Options generally vest ratably over four years. As of December 31, 2015, there were 8,773 shares available to be granted under the 2015 Plan. A summary of the status of the Company’s stock option activity for the year ended December 31, 2015 is presented in the table and narrative below: 2015 Options Weighted Outstanding at January 1, 2015 9,493 $ 6.88 Granted 213 9.14 Exercised (835 ) 4.47 Forfeited (297 ) 7.93 Cancelled (73 ) 12.60 Outstanding at December 31, 2015 8,501 $ 7.08 Options exercisable at December 31, 2015 5,642 $ 6.39 Options vested and expected to vest at December 31, 2015 8,083 $ 7.05 The following table summarizes information about stock options outstanding at December 31, 2015: Options Outstanding Options Vested Range of Exercise Prices Number Weighted Average Weighted Number Weighted $0.00 – $2.00 137 3.0 $ 1.05 137 $ 1.05 $2.01 – $4.00 3,279 6.6 3.07 2,288 3.08 $4.01 – $6.00 367 2.2 5.16 364 5.15 $6.01 – $8.00 1,754 6.8 7.45 1,347 7.42 $8.01 – $10.00 1,033 7.3 8.73 742 8.68 $10.01 – $12.00 125 8.6 10.51 41 10.70 $12.01 – $14.00 1,502 8.9 13.44 419 13.43 $14.01 – $16.00 301 1.0 14.75 301 14.75 $16.01 – $20.00 3 1.1 19.00 3 19.00 8,501 6.7 $ 7.08 5,642 $ 6.39 As of December 31, 2015, the intrinsic value of the options outstanding and options vested was $36,733 and $27,139, respectively. The intrinsic value for stock options is calculated based on the difference between the exercise prices of the underlying awards and the quoted stock price of the Company’s common stock as of the reporting date. The total intrinsic value of stock options exercised for the years ended December 31, 2015, 2014 and 2013 was $5,302, $7,855 and $790, respectively. The weighted-average, grant-date fair value of options granted during the years ended December 31, 2015, 2014 and 2013 was $6.66, $8.50 and $3.29, respectively. The weighted-average, grant-date fair value of options vested at December 31, 2015, 2014 and 2013 was $4.64, $4.13 and $3.52, respectively. The weighted average remaining contractual life is 5.9 years for options exercisable and 6.7 years for options vested and expected to vest. Stock -Based Compensation Under the provisions of ASC 718, stock-based compensation cost is based on the fair value of the portion of stock-based awards that is ultimately expected to vest during the period. The Company utilizes the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of the stock-based awards. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term of stock options, the expected volatility of our stock and expected dividends. The Company is also required to estimate forfeitures at the grant date and recognize compensation costs for only those awards that are expected to vest. Judgment is required in estimating the amount of stock-based awards that are expected to be forfeited. For the years ended December 31, 2015 and 2014, the Company based its estimate of the expected term on historical data for similar stock option grants. The Company utilized the simplified method in developing an estimate of the expected term of “plain vanilla” share options for the year ended December 31, 2013. This method was considered appropriate given the Company’s limited exercise history. For the years ended December 31, 2015, 2014 and 2013, the Company calculated volatility based on actual volatility for the expected term of the option. The assumptions used to value options granted are as follows: For the Years Ended December 31, 2015 2014 2013 Expected term of option 6.25 years 5.0 – 6.25 years 5.0 – 6.1 years Expected volatility 84% – 91% 92% – 96% 87% – 94% Risk free interest rate 1.54 – 1.93% 1.81 – 2.02% 1.01 – 2.10% Expected dividend yield 0% 0% 0% Total compensation expense recorded in the accompanying statements of comprehensive loss associated with option grants made to employees for the years ended December 31, 2015, 2014 and 2013 was $9,887, $7,177 and $5,760, respectively. Total compensation expense recorded in the accompanying statements of comprehensive loss associated with option grants made to consultants for the years ended December 31, 2015, 2014 and 2013 was $25, $0 and $69, respectively. The Company recorded no tax benefit related to these options as the Company is currently in a net operating loss position and maintains a full valuation allowance. As of December 31, 2015, the total compensation cost related to options not yet recognized in the financial statements is approximately $15,333, net of estimated forfeitures, and the weighted average period over which it is expected to be recognized is 1.4 years. Compensation expense related to option grants made to employees and consultants is included in research and development and general and administrative expense as follows: For the Years Ended December 31, 2015 2014 2013 Research and development $ 4,346 $ 2,713 $ 2,146 General and administrative 5,567 4,464 3,682 Total $ 9,913 $ 7,177 $ 5,828 2006 Employee Stock Purchase Plan The Company established an Employee Stock Purchase Plan effective December 1, 2006 (the “2006 ESPP Plan”). Eligible employees can purchase common stock pursuant to payroll deductions at a price equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six-month offering period. The Company originally reserved for issuance 250 shares of common stock under the 2006 ESPP Plan. On June 10, 2010, stockholders of the Company approved an amendment to the 2006 ESPP Plan to increase by 250 shares the number of shares of common stock reserved for issuance under the 2006 ESPP Plan from 250 shares to 500 shares. On June 2, 2015, stockholders of the Company approved an amendment to the 2006 ESPP Plan to increase by 1,700 shares the number of shares of common stock reserved for issuance under the 2006 ESPP Plan from 500 to 2,200 shares. The Company measures the fair value of issuances under the 2006 ESPP Plan using the Black-Scholes option pricing model at the end of each reporting period. The compensation cost for the Plan consists of the 15% of the grant date stock price discount and the fair value of the option features. The Company recorded compensation cost related to 2006 ESPP Plan of $160, $96 and $92 for the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2015, there were 1,706 shares available for future issuance under the 2006 ESPP Plan. The assumptions used to value options granted under the 2006 ESPP Plan are as follows: For the Years Ended December 31, 2015 2014 2013 Expected term of option 6 months 6 months 6 months Expected volatility 57% – 88% 67% – 130% 47% – 141% Risk free interest rate 0.07 – 0.08% 0.06 – 0.08% 0.11 – 0.14% Expected dividend yield 0% 0% 0% |