Stock-Based Compensation | 15. Stock-Based Compensation Compensation costs for all stock-based awards to employees and directors are measured based on the grant date fair value of those awards and recognized over the period during which the employee or director is required to perform service in exchange for the award. The Company recognizes the expense over the award’s vesting period. The fair value of stock options granted and RSUs awarded are amortized using the straight-line method. As stock-based compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model that uses the assumptions noted in the following table. Expected volatility rates are based on the historical volatility of the Company’s publicly traded common stock and other factors. The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has not paid dividends to its stockholders since its inception (other than a dividend of preferred share purchase rights, which was declared in September 2008) and does not plan to pay dividends in the foreseeable future. Assumptions used in the Black-Scholes-Merton option pricing model for stock options granted during the nine months ended September 30, 2015 and 2014 were as follows: Nine Months Ended September 30, 2015 September 30, 2014 Expected dividend yield 0 % 0 % Weighted average expected volatility 60 % 64 % Weighted average expected term (years) 6.0 5.8 Weighted average risk-free rate 1.67 % 1.76 % Weighted average fair value per share $ 6.45 $ 7.14 Total stock-based compensation expense related to stock-based awards for the three and nine months ended September 30, 2015 and 2014 was comprised of the following: Three Months Ended Nine Months Ended (in thousands) September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Research and development $ 516 $ 442 $ 1,743 $ 1,377 Selling, general and administrative 1,545 969 4,331 2,870 $ 2,061 $ 1,411 $ 6,074 $ 4,247 As of September 30, 2015, the Company had two equity incentive plans, the Second Amended and Restated Management Equity Plan (the 2004 Plan) and the 2006 Equity Incentive Plan (the 2006 Plan) that were adopted in December 2004 and April 2006, respectively. There were no shares subject to outstanding options granted under the 2004 Plan as of September 30, 2015, and no additional options will be granted under the 2004 Plan. As of September 30, 2015, there were 11,829,472 shares of the Company’s common stock reserved for issuance under the 2006 Plan, of which 7,449,099 shares were subject to outstanding options and RSUs and 1,559,172 shares remained available for future grant. On January 1 of each year, the number of shares reserved under the 2006 Plan is automatically increased by the lesser of 4% of the total number of shares of common stock that are outstanding at that time or 1,500,000 shares (or such lesser number as may be approved by the Company’s board of directors). As of January 1, 2015, the number of shares of common stock that may be issued under the 2006 Plan was automatically increased by 1,500,000 shares, increasing the number of shares of common stock available for issuance under the Plan to 11,829,472 shares. The Company has granted option awards with service conditions (service option awards) that are subject to terms and conditions established by the compensation committee of the board of directors. Service option awards have 10-year contractual terms and all service option awards granted prior to December 31, 2006, service option awards granted to new employees, and certain service option awards granted to existing employees vest and become exercisable on the first anniversary of the grant date with respect to the 25% of the shares subject to service option awards. The remaining 75% of the shares subject to the service option awards vest and become exercisable monthly in equal installments thereafter over three years. Certain service option awards granted to existing employees after December 31, 2006 vest and become exercisable monthly in equal installments over four years. The initial service option awards granted to directors upon their election vest and become exercisable in equal monthly installments over a period of four years, while the subsequent annual service option awards granted to directors vest and become exercisable in equal monthly installments over a period of one year. Certain service option awards to executives and directors provide for accelerated vesting if there is a change in control of the Company. Certain service option awards to employees and executives provide for accelerated vesting if the respective employee’s or executive’s service is terminated by the Company for any reason other than cause or permanent disability. As of September 30, 2015, $14.8 million of unrecognized compensation costs related to unvested service option awards are expected to be recognized over a weighted average period of 1.5 years. No option awards are classified as a liability as of September 30, 2015. A summary of option activity for the 2004 Plan for the nine months ended September 30, 2015 follows: 2004 Option Plan Weighted Average Weighted Average Aggregate (in thousands, except for share and per share amounts) Number of Shares Exercise Price at Grant Date Remaining Term (Years) Intrinsic Outstanding at December 31, 2014 652,810 1.74 0.78 8,212 Exercised (652,810 ) 1.74 6,129 Outstanding at September 30, 2015 — A summary of option activity for the 2006 Plan for the nine months ended September 30, 2015 follows: 2006 Option Plan Weighted Average Weighted Average Aggregate (in thousands, except for share and per share amounts) Number of Exercise Price at Remaining Term Intrinsic Value Outstanding at December 31, 2014 6,227,112 11.58 6.71 28,523 Granted 1,021,500 11.83 Forfeited (295,759 ) 11.12 Expired (62,461 ) 26.10 Exercised (469,974 ) 7.02 2,594 Outstanding at September 30, 2015 6,420,418 11.83 6.49 12,301 Exercisable at September 30, 2015 3,956,574 12.24 4.95 10,119 Vested and expected to vest at September 30, 2015 6,231,414 11.83 6.40 12,235 Proceeds from the exercise of stock options amounted to $4.4 million for the nine months ended September 30, 2015. An RSU is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of each RSU is based on the closing price of the Company’s stock on the date of grant. The Company has granted RSUs with service conditions (service RSUs) that vest in four equal annual installments provided that the employee remains employed with the Company. As of September 30, 2015, $9.2 million of unrecognized compensation costs related to unvested service RSUs are expected to be recognized over a weighted average period of 2.0 years. No service RSUs are classified as a liability as of September 30, 2015. A summary of RSU activity for the 2006 Plan for the nine months ended September 30, 2015 follows: RSUs Number of Weighted Shares RSUs Average Grant Date Fair Value Unvested at December 31, 2014 1,025,961 $ 9.94 Granted 353,000 11.72 Forfeited (119,187 ) 10.83 Vested (231,093 ) 7.96 Unvested at September 30, 2015 1,028,681 10.89 The grant date fair value for the 231,093 shares underlying RSUs that vested during the nine months ended September 30, 2015 was $1.8 million. |