Stock-Based Compensation | 12. Stock-Based Compensation As of September 30, 2017, there were 6,124,336 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, and the Company adopted the 2016 Plan. 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 under which 2,000,000 shares of common stock were reserved for issuance. In June 2017, the Company’s stockholders approved the amendment and restatement of the 2016 Plan pursuant to which an additional 2,700,000 shares were reserved for issuance, among other administrative changes. As a result, there are a total of 4,700,000 shares of common stock reserved for issuance under the 2016 Plan, 3,170,757 shares of which remained available for future grant as of September 30, 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 A summary of option activity under the Plans for the nine months ended September 30, 2017 follows: Weighted Average Weighted Average Aggregate 2006 and 2016 Plans Number of Exercise Price at Remaining Term Intrinsic (in thousands, except for share and per share amounts) Shares Grant Date (Years) Value Outstanding at December 31, 2016 5,548,336 $ 11.62 5.58 $ 32,453 Granted 643,000 14.44 Forfeited (268,251 ) 10.65 Expired (605,617 ) 29.87 Exercised (565,983 ) 9.14 3,095 Outstanding at September 30, 2017 4,751,485 10.03 5.90 37,386 Exercisable at September 30, 2017 3,380,490 9.23 4.85 29,308 Vested and expected to vest at September 30, 2017 4,573,625 9.92 5.80 36,490 The weighted average grant-date fair value of options granted was $7.81 and $4.51 per share for the nine months ended September 30, 2017 and 2016, respectively. Proceeds from the exercise of stock options amounted to $5.2 million and $7.0 million for the nine months ended September 30, 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 September 30, 2017, $13.8 million of unrecognized compensation costs related to unvested service RSUs are expected to be recognized over a weighted average period of 1.7 years. No RSUs are classified as a liability as of September 30, 2017. A summary of RSU activity under the Plans for the nine months ended September 30, 2017 follows: Number of Weighted Shares Average Underlying Grant Date 2006 and 2016 Plans RSUs Fair Value Unvested at December 31, 2016 1,138,428 $ 10.07 Granted 839,336 14.56 Forfeited (248,786 ) 11.28 Vested (356,127 ) 9.67 Unvested at September 30, 2017 1,372,851 12.70 The grant date fair value for the 356,127 shares underlying RSUs that vested during the nine months ended September 30, 2017 was $3.4 million. Stock-Based Compensation Stock-based compensation expense recognized for the three and nine months ended September 30, 2017 and 2016 was comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in thousands) 2017 2016 2017 2016 Research and development $ 264 $ 539 $ 958 $ 1,552 Selling, general and administrative 2,507 1,561 6,725 4,888 $ 2,771 $ 2,100 $ 7,683 $ 6,440 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, 2017 and 2016 were as follows: Nine Months Ended September 30, September 30, 2017 2016 Expected dividend yield 0 % 0 % Weighted average expected volatility 57 % 57 % Weighted average expected term (years) 5.89 6.10 Weighted average risk-free rate 1.97 % 1.37 % |