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, 2018, there were 11,722,602 shares of common stock authorized for the 2009 Plan and 1,489,402 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 January 1, 2017 1,166,546 January 1, 2018 1,484,382 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 2013 through 2018 were made pursuant to an “evergreen provision,” in accordance with which, on January 1 of each year, from 2013 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, 2018, no 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, 2018, 69,885 shares remained available for issuance under the 2010 Purchase Plan. Share-based Compensation Share-based compensation expense for the three months ended September 30, 2018 and 2017 was $4.6 million and $4.4 million, respectively. Share-based compensation expense for the nine months ended September 30, 2018 and 2017 was $13.6 million and $14.9 million, respectively. Share-based compensation expense is allocated between research and development and general and administrative expenses within the condensed consolidated statements of operations. As of September 30, 2018, the total compensation cost related to nonvested option awards not yet recognized was $11.8 million and the weighted-average period over which it is expected to be recognized is 2.1 years. Stock Options and Performance Stock Options The following table summarizes the stock option activity, including options with market and performance conditions, for the nine months ended September 30, 2018: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 7,202,221 $ 13.72 5.3 Options granted 1,632,523 6.92 Options exercised (32,946) 4.24 Options forfeited (317,359) 13.59 Options expired (118,097) 21.96 Outstanding at end of period 8,371,005 $ 12.32 5.1 Options exercisable at end of period 6,264,767 $ 13.03 3.8 The Company estimates the fair value of each stock option grant on the date of grant using a Black-Scholes option pricing model. For stock option grants issued with a market condition, the Company used a Monte Carlo simulation valuation model to determine the grant date fair value. The following table summarizes the range of assumptions used to estimate the fair value of stock options granted, including those options granted with a market condition, during the nine months ended September 30, 2018: Risk-free interest rate 2.6% to 2.9% Expected dividend yield —% Expected volatility 76.2% to 79.2% Expected term (in years) 4.0 to 7.9 Weighted-average grant-date fair value per share $4.90 The intrinsic value of options exercised during the nine months ended September 30, 2018 was $77,788. The fair value of awards vested during the nine months ended September 30, 2018 was $10.2 million. During the nine months ended September 30, 2018, the Company’s Board of Directors approved and granted 466,750 shares of equity awards to certain executives with either market or performance conditions. The equity awards had a weighted-average grant date fair value per share of $5.33. The equity awards will vest upon the achievement of certain performance conditions. Certain performance conditions relating to the equity awards granted in 2018 and 2017 were met during the nine months ended September 30, 2018 and 213,725 shares were vested. Restricted Stock and Performance 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. A summary of the Company's unvested restricted stock, including restricted stock with performance conditions, at September 30, 2018 and changes during the nine months ended September 30, 2018 are as follows: Number of restricted stock shares Weighted average grant date fair value Unvested at beginning of period 168,221 $ 35.82 Granted — — Vested (72,447) 35.40 Forfeited/cancelled (6,721) 40.99 Unvested at end of period 89,053 $ 35.76 As of September 30, 2018, the total remaining unrecognized compensation cost related to restricted stock was approximately $1.6 million and is expected to be recognized over a weighted-average period of 1.0 years. 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. |