Common Stock Equity Incentive Plan | Common Stock Equity Incentive Plan 2009 Equity Incentive Plan In April 2000, the stockholders approved the Company's 2000 Equity Incentive Plan (the 2000 Plan), and in July 2009, the stockholders approved the Company's 2009 Equity Incentive Plan (the 2009 Plan). Following the approval of the 2009 Plan, all options outstanding under the 2000 Plan are effectively included under the 2009 Plan. Under the provisions of the 2009 Plan, the Company may grant the following types of common stock awards: • Incentive Stock Options • Nonstatutory Stock Options • Restricted Stock Awards • Stock Appreciation Rights Awards under the 2009 Plan, as amended, may be made to officers, employees, members of the Board of Directors, advisors, and consultants to the Company. As of March 31, 2015 , there were 7,919,109 shares of common stock authorized for the 2009 plan and 1,003,168 shares remained available for issuance. On May 15, 2010 and January 7, 2011, stockholders authorized increases of 1,238,095 and 714,286 shares of common stock available for issuance under the 2009 Plan, respectively. On January 1, 2013, 2014 and 2015, an additional 838,375 , 1,066,340 and 1,119,255 shares of common stock were added to the shares reserved for future issuance under the 2009 Plan, respectively, pursuant to an “evergreen provision”, in accordance with which, on January 1 of each year, from 2012 to (and including) 2019, a number of shares of common stock in an amount equal to 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or such lesser amount of shares (or no shares) approved by the NewLink Board of Directors, was added or will be added to the shares reserved under the 2009 Plan. 2010 Non-Employee Directors' Stock Award Plan Under the terms of the Company’s 2010 Non-Employee Directors’ Stock Award Plan (the Directors’ Plan), which became effective on November 10, 2011, 238,095 shares of common stock were reserved for future issuance. On May 9, 2013 , an additional 161,905 shares of common stock were added to the shares reserved for future issuance under the Directors' Plan. As of March 31, 2015 , 207,327 shares remained available for issuance under the plan. 2010 Employee Stock Purchase Plan Under the terms of the Company’s 2010 Employee Stock Purchase Plan (the 2010 Purchase Plan), which became effective on November 10, 2011, 214,285 shares of common stock were reserved for future issuance. On May 9, 2013 , an additional 185,715 shares of common stock were added to the shares reserved for future issuance under the 2010 Purchase Plan. As of March 31, 2015 , 271,640 shares remained available for issuance under the plan. Share-based Compensation Share-based compensation expense for the three months ended March 31, 2015 and the three months ended March 31, 2014 was $3.2 million , and $2.1 million , respectively, and is allocated between research and development and general and administrative expenses within the consolidated statements of operations, giving rise to related tax benefits of $0 for the three months ended March 31, 2015 and 2014. As of March 31, 2015 , the total compensation cost related to nonvested option awards not yet recognized was $30.9 million and the weighted average period over which it is expected to be recognized is 3.4 years. Stock Options The following table summarizes the stock option activity for the three months ended March 31, 2015 : Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 5,098,311 $ 9.38 Options granted 668,700 42.77 Options exercised (194,404 ) 7.23 Options forfeited (3,478 ) 22.06 Options expired — — Outstanding at end of period 5,569,129 $ 13.45 6.5 Options exercisable at end of period 3,671,699 $ 6.09 5.2 The following table summarizes the range of assumptions used to estimate the fair value of stock options issued during the three months ended March 31, 2015 : Risk-free interest rate 1.51%-1.88% Expected dividend yield —% Expected volatility 62.5%-63.0% Expected term (in years) 6.8-7.0 Weighted average grant-date fair value per share $26.34 The intrinsic value of options exercised during the three months ended March 31, 2015 was $7.4 million . The fair value of awards vested during the three months ended March 31, 2015 was $2.2 million . Restricted Stock Restricted stock is common stock that is subject to restrictions, including risks of forfeiture, determined by the plan committee of the Board of Directors in its sole discretion, for so long as such common stock remains subject to any such restrictions. A holder of restricted stock has all rights of a stockholder with respect to such stock, including the right to vote and to receive dividends thereon, except as otherwise provided in the award agreement relating to such award. Restricted stock awards are equity classified within the consolidated balance sheets. The fair value of each restricted stock grant is estimated on the date of grant using the closing price of the Company's common stock on the NASDAQ Stock Market on the date of grant. On January 2, 2015, NewLink approved grants of restricted stock unit awards to certain of the named executive officers for extraordinary performance in 2014. These are recognized as grants made in 2015. During the three months ended March 31, 2015 and 2014 , there were 105,800 and 118,700 shares of restricted stock granted, respectively. These restricted stock grants had a weighted average fair value (per share) at date of grant of $43.50 and 21.77 , respectively. At March 31, 2015 and 2014 , there were 241,059 and 78,700 shares of unvested restricted stock outstanding, respectively. Compensation expense is determined for the issuance of restricted stock by amortizing over the requisite service period, or the vesting period, the aggregate fair value of the restricted stock awarded based on the closing price of the Company's common stock on the date of grant. A summary of the Company's unvested restricted stock at March 31, 2015 and changes during the three months ended March 31, 2015 is as follows: Restricted Stock Weighted Average Grant Date Fair Value Unvested at beginning of period 153,509 $ 23.63 Granted 105,800 43.50 Vested (18,250 ) 22.01 Forfeited/cancelled — — Unvested restricted stock at end of period 241,059 $ 32.47 As of March 31, 2015 , the total remaining unrecognized compensation cost related to issuances of restricted stock was approximately $7.0 million and is expected to be recognized over a weighted-average period of 3.4 years. The grant date fair value of awards granted during the three months ended March 31, 2015 was $4.6 million . The fair value of awards vested during the three months ended March 31, 2015 was $787,000 . NewLink does not have a formal policy regarding the source of shares issued upon exercise of stock options or issuance of restricted stock. NewLink expects shares issued to be issued from treasury shares or new shares. |