Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2013 |
Equity Incentive Plan | ' |
6. Equity Incentive Plan |
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The Company’s board of directors has adopted and the shareholders have approved the Nanosphere 2000 Equity Incentive Plan (the “2000 Plan”) and the Nanosphere 2007 Long-Term Incentive Plan (the “2007 Plan”). The plans authorize the compensation committee to grant stock options, share appreciation rights, restricted shares, restricted share units, unrestricted shares, incentive stock options, deferred share units and performance awards. Option awards are generally granted with an exercise price equal to or above the fair value of the Company’s common stock at the date of grant with ten year contractual terms. Certain options vest ratably over four years of service, while other options cliff vest after seven years of service but provide for accelerated vesting contingent upon the achievement of various company-wide performance goals, such as decreasing time to market for new products and entering into corporate collaborations (as defined in the option grant agreements). For these “accelerated vesting” options, 20-25% of the granted option shares will vest upon the achievement of each of four or five milestones as defined in the option grant agreements, with any remaining unvested options vesting on the seven year anniversary of the option grant dates. Approximately 17% of the options granted and outstanding contain “accelerated vesting” provisions. The fair values of the Company’s option awards granted during the nine month period ended September 30, 2013 were estimated at the dates of grant using the Black-Scholes option pricing model with the following assumptions: |
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Expected dividend yield | | | 0 | % | | | | | | | | | | | | |
Expected volatility | | | 86 | % | | | | | | | | | | | | |
Risk free interest rate | | | 0.98 | % | | | | | | | | | | | | |
Weighted-average expected option life | | | 5.99 years | | | | | | | | | | | | | |
Estimated weighted-average fair value on the date of grant based on the above assumptions | | $ | 1.99 | | | | | | | | | | | | | |
Estimated forfeiture rate for unvested options | | | 24.9 | % | | | | | | | | | | | | |
The expected volatility for option awards granted in 2013 was based on the Company’s actual historical volatility. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grants for periods consistent with the expected life of the option. The expected life of options that vest ratably over four years of service is derived from the average of the vesting period and the term of the option as defined in the Plans, following the guidance in Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Nos. 107 and 110. The Company estimates the expected life of options with accelerated vesting terms giving consideration to the dates that the Company expects to achieve key milestones under the option agreements and the term of the option. |
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Total compensation cost recognized for all stock option awards was $0.4 million and $1.1 million in the three and nine month periods ended September 30, 2013, respectively, and $0.7 million and $1.8 million for the three and nine month periods ended September 30, 2012, respectively. |
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As of September 30, 2013, the total compensation cost not yet recognized related to the nonvested stock option awards is approximately $4.5 million, which amount is expected to be recognized over the next three years, with a weighted average term of 1.85 years. Certain milestone events are deemed probable of achievement prior to their seven year vesting term, and the acceleration of vesting resulting from the achievement of such milestone events has been factored into the weighted average vesting term. While the Company does not have a formally established policy, as a practice the Company has delivered newly issued shares of its common stock upon the exercise of stock options. |
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A summary of option activity under the plans as of September 30, 2013, and for the nine month period then ended is presented below: |
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Options | | Number of | | | Weighted | | | Weighted | | | Aggregate | |
Shares | Average | Average | Intrinsic |
| Exercise | Remaining | Value of Options |
| Price | Contractual | |
| | Term | |
Outstanding — January 1, 2013 | | | 5,999,875 | | | $ | 3.99 | | | | | | | | | |
Granted | | | 1,291,164 | | | $ | 2.78 | | | | | | | | | |
Exercised | | | (106,265 | ) | | $ | 1.62 | | | | | | | | | |
Expired | | | (376,272 | ) | | $ | 6.06 | | | | | | | | | |
Forfeited | | | (740,013 | ) | | $ | 3.9 | | | | | | | | | |
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Outstanding — September 30, 2013 | | | 6,068,489 | | | $ | 3.66 | | | | 6.7 | | | $ | 598,003 | |
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Exercisable — September 30, 2013 | | | 3,344,895 | | | $ | 4.38 | | | | 5.22 | | | $ | 364,031 | |
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Vested and Expected to Vest—September 30, 2013 | | | 5,943,204 | | | $ | 3.67 | | | | 6.66 | | | $ | 587,241 | |
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There were 106,265 options exercised in the nine month period ended September 30, 2013 and no options were exercised in the nine month period ended September 30, 2012. |
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Included in the number of options outstanding at September 30, 2013 are 1,008,261 options with a weighted average exercise price of $5.26 per share and accelerated vesting provisions based on the criteria mentioned above. The total fair value of shares vested during the three and nine month periods ended September 30, 2013 was $0.2 million and $1.0 million, respectively, and was $0.1 million and $1.2 million for the three and nine month periods ended September 30, 2012, respectively. |
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In April 2013 the Board granted equity compensation awards to certain executives consisting of stock options to purchase 1,100,000 shares of common stock that vest in four equal annual installments commencing in April 2014, and restricted share units (“RSUs”) pursuant to which the executives may receive 220,000 shares of common stock upon the attainment by the Company of certain performance goals in 2013. |
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As of January 1, 2013, there were 299,000 shares of restricted stock outstanding under the 2007 Plan and during the nine month period ended September 30, 2013, 84,673 shares were forfeited and 340,000 additional shares of restricted stock were granted. There were 76,077 shares that vested during the nine month period ended September 30, 2013. Of the 478,250 total unvested restricted shares, 143,250 vest 50% on the two-year anniversary of the grant date and are subject to forfeiture until vested and vest 50% on the four-year anniversary of the grant date and are subject to forfeiture until vested. The remaining 335,000 restricted shares vest 50% on December 1, 2013 and are subject to forfeiture until vested and vest 50% on December 1, 2014 and are subject to forfeiture until vested. The Company recognized $0.3 million and $0.6 million in restricted stock compensation expense during the three and nine month periods ended September 30, 2013 and recognized $0.1 million and $0.3 million during the three and nine month periods ended September 30, 2012. As of September 30, 2013, the total compensation cost not yet recognized related to the nonvested restricted stock awards was approximately $1.0 million, which amount is expected to be recognized over a weighted average term of .6 year. |
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