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, or the 2000 Plan, and in July 2009, the stockholders approved the Company's 2009 Equity Incentive Plan, or 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 September 30, 2016 , there were 9,071,674 shares of common stock authorized for the 2009 Plan and 910,275 shares remained available for issuance. The following table summarizes the authorized increases of common stock under the 2009 Plan: Date Authorized Authorized Shares Added May 15, 2010 1,238,095 January 7, 2011 714,286 January 1, 2013 838,375 January 1, 2014 1,066,340 January 1, 2015 1,119,255 January 1, 2016 1,152,565 The increases in the authorized shares of common stock under the 2009 Plan in 2010 and 2011 were approved by the Company’s stockholders. The increases in the authorized shares of common stock under the 2009 Plan in 2012 through 2016 were made 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 Company's 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, or 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 September 30, 2016 , zero shares remained available for issuance under the Directors' Plan. 2010 Employee Stock Purchase Plan Under the terms of the Company’s 2010 Employee Stock Purchase Plan, or 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 September 30, 2016 , 193,504 shares remained available for issuance under the 2010 Purchase Plan. Share-based Compensation Share-based compensation expense for the three and nine months ended September 30, 2016 and 2015 was $3.9 million and $13.1 million , $3.3 million , and $12.4 million , respectively, and is allocated between research and development and general and administrative expenses within the condensed consolidated statements of operations. As of September 30, 2016 , the total compensation cost related to nonvested option awards not yet recognized was $29.1 million and the weighted-average period over which it is expected to be recognized is 2.6 years. Stock Options The following table summarizes the stock option activity for the nine months ended September 30, 2016 : Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 5,646,480 $ 15.11 Options granted 1,345,258 19.04 Options exercised (184,790 ) 7.15 Options forfeited (327,328 ) 31.97 Options expired (28,633 ) 21.47 Outstanding at end of period 6,453,331 $ 15.27 6.0 Options exercisable at end of period 4,457,868 $ 11.11 4.7 The following table summarizes the range of assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2016 : Risk-free interest rate 1.2%-2.0% Expected dividend yield —% Expected volatility 67.1%-69.8% Expected term (in years) 5.9-7.4 Weighted-average grant-date fair value per share $11.91 The intrinsic value of options exercised during the nine months ended September 30, 2016 was $908,919 . The fair value of awards vested during the nine months ended September 30, 2016 was $11.8 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 as 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 classified as equity 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 4, 2016, the Company's Board of Directors approved grants of restricted stock unit awards to certain of the named executive officers for extraordinary performance in 2015. These are recognized as grants made in 2016. During the nine months ended September 30, 2016 and 2015 , there were 115,566 and 131,610 shares of restricted stock granted, respectively, which vest over a four year period, with 25% vesting on each of the first, second, third and fourth anniversaries of the date the award was granted. The restricted stock grants as of September 30, 2016 and 2015 had a weighted average fair value per share of $34.73 and $43.66 , respectively. Compensation expense is recognized 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. Additionally, during the three months ended March 31, 2016, the Company’s Board of Directors approved and granted 78,268 shares of performance restricted stock units. The performance restricted stock units had a weighted average fair value per share of $34.73 . As a result of failure to meet certain criteria required for the vesting of the performance restricted stock units, 58,702 of the shares granted were forfeited during the second quarter of 2016. The remaining performance restricted stock units will vest upon the receipt of a milestone payment from Genentech under the Genentech Agreement upon the advancement of GDC-0919 into Phase 2 development. No compensation expense was recognized for these performance restricted stock units during the nine months ended September 30, 2016 . A summary of the Company's unvested restricted stock, including performance restricted stock, at September 30, 2016 and changes during the nine months ended September 30, 2016 are as follows: Number of restricted stock shares Weighted average grant date fair value Unvested at beginning of period 228,972 $ 34.94 Granted 193,834 34.73 Vested (56,025 ) 37.22 Forfeited/cancelled (59,702 ) 34.58 Unvested restricted stock at end of period 307,079 $ 34.46 As of September 30, 2016 , the total remaining unrecognized compensation cost related to issuances of restricted stock was approximately $7.7 million and is expected to be recognized over a weighted-average period of 2.6 years . As of September 30, 2016 , there remains approximately $680,000 of unrecognized compensation cost related to the issuance of performance restricted stock. The fair value of restricted stock, including performance restricted stock, granted during the nine months ended September 30, 2016 was $6.7 million . The fair value of awards vested during the nine months ended September 30, 2016 was $1.7 million . The Company does not have a formal policy regarding the source of shares issued upon exercise of stock options or issuance of restricted stock. The Company expects shares issued to be issued from treasury shares or new shares. |