Stockholders' Equity Note Disclosure | 10. Stockholders’ Equity Stock-Based Compensation Plans The Company has had stock-based compensation plans since 1997. The awards made under the plans adopted in 1997 and 2007 consisted of stock options. The 2010 Equity Incentive Plan (the “2010 Plan”), which is the only plan under which awards may currently be made, authorizes awards in the form of stock options, stock appreciation rights, restricted stock, RSUs, PRSUs, and performance units and performance shares. Awards under the 2010 Plan may be made to employees, directors and certain consultants as determined by the compensation committee of the board of directors. There were 9,742,563 and 11,003,563 shares of common stock authorized and reserved under these plans at December 31, 2015 and December 31, 2016, respectively. Stock Options Under the various plans, employees have been granted incentive stock options, while directors and consultants have been granted non-qualified options. The plans allow the holder of an option to purchase common stock at the exercise price, which was at or above the fair value of the Company’s common stock on the date of grant. Generally, options granted under the 1997 and 2007 plans in connection with an employee’s commencement of employment vest over a four-year period with one-half of the shares subject to the grant vesting after two years of employment and remaining options vesting monthly over the remainder of the four-year period. Options granted under the 1997 and 2007 plans for performance or promotions vest monthly over a four-year period. Generally, options granted under the 2010 Plan vest annually over a three-year or four-year period. Unexercised stock options terminate on the tenth anniversary date after the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The Company utilizes a Black-Scholes option-pricing model to estimate the value of stock options. The Black-Scholes model allows the use of a range of assumptions related to volatility, risk-free interest rate, employee exercise behavior and dividend yield. Expected volatilities used in the model beginning in 2015 are based on historical volatility of the Company’s stock prices. Expected volatilities used in the model prior to 2015 were based on a combination of peer volatility and Company volatility. The Company is using the “simplified” method for “plain vanilla” options to estimate the expected term of the stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. The risk-free interest rate assumption is derived from the weighted-average yield of a U.S. Treasury security with the same term as the expected life of the options, and the dividend yield assumption is based on historical experience and the Company’s estimate of future dividend yields. The weighted-average value of the individual options granted during 2014, 2015 and 2016 were determined using the following assumptions: Year Ended December 31, 2014 2015 2016 Expected volatility % % % Risk-free interest rate % % % Weighted-average expected life (in years) Dividend yield % % % The resulting value of options granted was $4,884,534 and $2,838,053 for the years ended December 31, 2015 and 2016, respectively, which will be amortized into income over the remaining requisite service period. The Company executed a Separation Agreement and Release of Claims with its former Chief Executive Officer, P. Ron Ellis, in connection with his resignation from the Company in June 2016. Under this agreement and Mr. Ellis’ original Severance Agreement, the Company incurred additional stock compensation expense of $2,800,000 related to the modification of Mr. Ellis’ options and RSUs. The vesting of each stock option and RSU, other than fully vested awards, was modified and the exercise period of each stock option was extended. In determining the additional expense related to the modification of Mr. Ellis’ awards, the Company revalued the modified options in accordance with ASC 718 using the Black-Scholes model. The Company recognized total stock-based compensation cost, net of forfeitures, in the amount of $8,025,261, $6,920,220 and $9,322,127 for the years ended December 31, 2014, 2015 and 2016, respectively. The Company’s stock option activity and related information are summarized as follows: Weighted-Average Remaining Weighted-Average Contractual Term Aggregate Options Exercise Price (In Years) Intrinsic Value Outstanding at January 1, 2014 $ Granted during year Exercised during year Expired during year Forfeited during year Outstanding at December 31, 2014 $ $ Exercisable at December 31, 2014 Outstanding at January 1, 2015 Granted during year Exercised during year Expired during year Forfeited during year Outstanding at December 31, 2015 $ $ Exercisable at December 31, 2015 Outstanding at January 1, 2016 Granted during year Exercised during year Expired during year Forfeited during year Outstanding at December 31, 2016 $ $ Exercisable at December 31, 2016 The following is a rollforward of the Company’s nonvested stock options from January 1, 2014 to December 31, 2016. Weighted-Average Options Grant Date Value Nonvested stock options at January 1, 2014 $ Granted during year Vested during year Forfeited during year Nonvested at December 31, 2014 $ Nonvested stock options at January 1, 2015 $ Granted during year Vested during year Forfeited during year Nonvested at December 31, 2015 $ Nonvested stock options at January 1, 2016 $ Granted during year Vested during year Forfeited during year Nonvested at December 31, 2016 $ The total grant date value of stock options vested during 2014, 2015 and 2016 was $7,072,923, $6,467,294 and $8,233,220 respectively. As of December 31, 2015 and December 31, 2016, the total remaining unrecognized compensation cost, net of forfeitures, related to stock options granted was $8.6 million and $4.2 million respectively, each of which is expected to be recognized over a weighted average period of approximately 1.4 years. The intrinsic value of options exercised was $396,619 and $126,651 for the years ended December 31, 2015 and December 31, 2016, respectively. Restricted Stock Units In May 2011, the Company adopted and granted awards under a performance-based RSU program (the “2011 PRSU Program”) under the 2010 Plan. As of December 31, 2016, the performance deadline of May 26, 2016 had passed and all PRSU awards had expired. Each unit represented an amount equal to one share of the Company’s common stock. The RSUs are service-based awards that will vest and be paid in the form of one share of the Company’s common stock for each RSU, generally in three or four equal annual installments beginning on the first anniversary of the date of grant of the RSU. As of December 31, 2016, the Company had 394,132 RSU awards outstanding. As of December 31, 2015 and 2016, the total remaining unrecognized compensation cost, net of forfeitures, related to RSUs was $1.6 million and $1.1 million, respectively, which is expected to be recognized over a weighted average period of approximately 1.5 and 1.4 years, respectively. The following table sets forth the number of RSUs that were granted, vested and forfeited in the periods indicated: Weighted-Average Restricted Grant Date Stock Units Fair Value Outstanding at January 1, 2014 — $ — Granted during year Vested during year Forfeited during year Outstanding at December 31, 2014 $ Outstanding at January 1, 2015 Granted during year Vested during year Forfeited during year Outstanding at December 31, 2015 Outstanding at January 1, 2016 $ Granted during year Vested during year Forfeited during year Outstanding at December 31, 2016 $ Employee Stock Purchase Plan Effective January 1, 2014, the Company implemented the ESPP. At January 1, 2016, 911,725 common shares were available for issuance under the ESPP. Shares may be issued under the ESPP twice a year. In the year ended December 31, 2016, plan participants purchased 86,571 shares of common stock under the ESPP at an average purchase price of $2.68 per share. At December 31, 2016, 825,154 shares were available for issuance under the ESPP. |