Stock-Based Compensation | 12. Stock-Based Compensation As of March 31, 2017, there were 6,583,429 shares that were subject to outstanding options and RSUs under the 2006 Equity Incentive Plan (the 2006 Plan) and the 2016 Equity Incentive Plan (the 2016 Plan, and together with the 2006 Plan, the Plans). The 2006 Plan expired by its terms on April 12, 2016. Outstanding options and RSUs under the 2006 Plan remain in effect and the terms of the 2006 Plan continue to apply, but no additional awards can be granted under the 2006 Plan. In June 2016, the Company’s stockholders approved the 2016 Plan. There are 2,000,000 shares of common stock reserved for issuance under the 2016 Plan, of which 526,661 shares remained available for future grant as of as of March 31, 2017. Stock Options The Company has granted option awards under the Plans 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 March 31, 2017, $11.1 million of unrecognized compensation costs related to unvested service option awards are expected to be recognized over a weighted average period of 1.4 years. No option awards are classified as a liability as of March 31, 2017. A summary of option activity under the Plans for the three months ended March 31, 2017 follows: 2006 and 2016 Plans (in thousands, except for share and per share amounts) Number of Weighted Average Weighted Average Aggregate Outstanding at December 31, 2016 5,548,336 $ 11.62 5.58 $ 32,453 Granted 592,750 14.50 Forfeited (212,718 ) 10.71 Expired (570,600 ) 30.57 Exercised (198,156 ) 11.14 669 Outstanding at March 31, 2017 5,159,612 9.92 6.37 21,602 Exercisable at March 31, 2017 3,410,101 8.94 5.12 17,474 Vested and expected to vest at March 31, 2017 4,857,256 9.75 6.18 21,090 The weighted average grant-date fair value of options granted was $7.84 and $4.27 per share for the three months ended March 31, 2017 and 2016, respectively. Proceeds from the exercise of stock options amounted to $2.2 million and less than $0.1 million for the three months ended March 31, 2017 and 2016, respectively. Restricted Stock Units 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 under the Plans with service conditions (service RSUs) that vest in four equal annual installments provided that the employee remains employed with the Company. As of March 31, 2017, $16.9 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 RSUs are classified as a liability as of March 31, 2017. A summary of RSU activity under the Plans for the three months ended March 31, 2017 follows: 2006 and 2016 Plans Number of Weighted Average Unvested at December 31, 2016 1,138,428 $ 10.07 Granted 760,086 14.50 Forfeited (127,193 ) 10.49 Vested (347,504 ) 9.60 Unvested at March 31, 2017 1,423,817 12.52 The grant date fair value for the 347,504 shares underlying RSUs that vested during the three months ended March 31, 2017 was $3.3 million. Stock-Based Compensation Stock-based compensation expense recognized for the three months ended March 31, 2017 and 2016 was comprised of the following: Three Months Ended March 31, March 31, (in thousands) 2017 2016 Research and development $ 409 $ 524 Selling, general and administrative 1,847 1,742 $ 2,256 $ 2,266 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 employee and director stock options granted during the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, March 31, 2017 2016 Expected dividend yield 0 % 0 % Weighted average expected volatility 57 % 57 % Weighted average expected term (years) 5.89 6.08 Weighted average risk-free rate 1.98 % 1.38 % |