Stock-Based Awards | 8. Stock-Based Awards The Company may grant stock-based awards under its existing 2012 Equity Incentive Plan (the “2012 Plan”) and its Employee Stock Purchase Plan (the “ESPP”). The Company also has outstanding stock-based awards under its 1995 Equity Incentive Plan (the “1995 Plan”), but is no longer granting awards under this plan. As of December 31, 2015, 554,679 shares of common stock are available for issuance under the 2012 Plan based on the target number of units awarded, none of which have yet vested. As of December 31, 2015, a total of 185,614 shares of common stock are available for issuance under the ESPP. As of December 31, 2015, the Company had not commenced any offering under the ESPP and no shares have been issued. The Company applies the fair value recognition provisions for all stock-based awards granted or modified in accordance with authoritative guidance. Under this guidance the Company records compensation costs over the requisite service period of the award based on the grant-date fair value. The straight-line method is applied to all grants with service conditions, while the graded vesting method is applied to all grants with both service and performance conditions. Shares Issuable Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of September 30, 2015 1,752,010 $ 23.76 7.2 $ 25,093 Granted 401,280 31.42 Exercised (78,280 ) 2.07 Forfeited (5,531 ) 36.01 Outstanding as of December 31, 2015 2,069,479 $ 26.03 7.7 $ 19,496 Options vested and expected to vest as of December 31, 2015 1,887,232 $ 27.03 7.7 $ 16,293 Options exercisable as of December 31, 2015 843,731 $ 17.13 5.9 $ 14,359 In December 2015, the Company awarded certain executive officers a total of 50,000 share units consisting of 25,000 performance share units, or PSUs, and 25,000 relative total shareholder return units, or rTSRUs. The number of units represents the target number of shares of common stock that may be earned; however, the actual number of shares that may be earned ranges from 0% to 200% of the target number. The PSUs will vest and result in issuance, or settlement, of common shares, based upon continued employment and achievement of specified research and development milestones on or before December 31, 2017. The aggregate grant date fair value of the 25,000 PSUs ranges between $0 and $1,602. During the three months ended December 31, 2015, the Company recorded no compensation expense related to the PSU awards as none of the performance-based targets was probable of being achieved during this period. The rTSRUs will vest and result in the issuance of common stock based on continuing employment and the relative ranking of the total shareholder return, or TSR, of the Company’s common stock in relation to the TSR of the component companies in the NASDAQ Biotech Index over a two-year period based on a comparison of average closing stock prices in November 2015 and December 2017. The number of market-based rTSRUs awarded represents the target number of shares of common stock that may be earned; however, the actual number of shares that may be earned ranges from 0% to 200% of the target number. The Company used a Monte Carlo simulation model to estimate that the grant-date fair value of the rTSRUs was $942. The table below sets forth the assumptions used to value the awards and the estimated grant-date fair value: Risk-free interest rate 0.97% Dividend yield 0% Expected volatility 63.95% Remaining performance period (years) 2.03 Estimated fair value per share of rTSRUs granted $37.67 The fair value related to the rTSRUs will be recorded as compensation expense over the period from date of grant to December 2017 regardless of whether the target relative total shareholder returns are reached. In addition, in December 2015, the Company awarded an executive officer 5,250 share units consisting of 2,625 PSUs and 2,625 rTSRUs. The number of units represents the target number of shares of common stock that may be earned; however, the actual number of shares that may be earned ranges from 0% to 200% of the target number. The PSUs will vest and result in issuance, or settlement, of common shares, based upon continued employment and achievement of specified research and development milestones on or before December 31, 2016. The aggregate grant date fair value of the 2,625 PSUs ranges between $0 and $168. During the three months ended December 31, 2015, the Company recorded no compensation expense related to the PSU awards as none of the performance-based targets was probable of being achieved during this period. The rTSRUs will vest and result in the issuance of common stock based on continuing employment and the relative ranking of the total shareholder return, or TSR, of the Company’s common stock in relation to the TSR of the component companies in the NASDAQ Biotech Index over a two-year period based on a comparison of average closing stock prices in December 2014 and December 2016. The number of market-based rTSRUs awarded represents the target number of shares of common stock that may be earned; however, the actual number of shares that may be earned ranges from 0% to 200% of the target number. The Company used a Monte Carlo simulation model to estimate that the grant-date fair value of the rTSRUs was $44. The table below sets forth the assumptions used to value the awards and the estimated grant-date fair value: Risk-free interest rate 0.65% Dividend yield 0% Expected volatility 72.30% Remaining performance period (years) 1.03 Estimated fair value per share of rTSRUs granted $16.90 The fair value related to the rTSRUs will be recorded as compensation expense over the period from date of grant to December 2016 regardless of whether the target relative total shareholder returns are reached. The Company recognized stock-based compensation expense on all awards in the following expense categories: Three Months Ended December 31, 2015 2014 Research and development $ 714 $ 242 General and administrative 1,278 786 $ 1,992 $ 1,028 As of December 31, 2015, the Company had an aggregate of $24,166 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 3.1 years. |