Equity Incentive Plans | 9 . Equity Incentive Plans The Company has stock-based compensation plans that provide for the award of equity incentives, including stock options, stock bonuses, and restricted stock. As of June 30, 2018 and December 31, 2017, the Company had stock options outstanding under two stock-based compensation plans: the 2006 Equity Incentive Plan (the “2006 Plan”) and the Taxcient, Inc. 2005 Stock Option Plan (the “Taxcient Plan”). In April 2018, the Company’s Board of Directors adopted the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan became effective in connection with the Company’s IPO and allows the Company to grant equity incentives to employees, non-employee directors, advisors, and consultants providing services to the Company. The 2018 Plan is administered by the Company’s Board of Directors and the Compensation and Leadership Development Committee of the Board of Directors. The total number of shares of common stock reserved for issuance under the 2018 Plan is equal to (1) 5,315,780 st The Company granted options under its 2006 Plan, as amended, through June 14, 2018, when the plan was terminated in connection with the Company’s IPO. Accordingly, no shares are available for future awards under this plan. Outstanding awards under the 2006 Plan continue to be subject to the terms and conditions of the 2006 Plan. As of June 30, 2018, there were 11,288,595 shares subject to outstanding awards under the 2006 Plan. As of December 31, 2017, there were 10,701,710 shares subject to outstanding awards and 2,857,533 shares were available for issuance under the 2006 Plan. In connection with the Company’s acquisition of Taxcient, Inc. (“Taxcient”) in 2010, the Company assumed the outstanding stock options issued by Taxcient under the Taxcient Plan, with appropriate adjustments to the number of shares and per share exercise prices in accordance with the merger agreement. At the time of the acquisition, the Company terminated the Taxcient Plan for purposes of future grants. As of each of June 30, 2018 and December 31, 2017, there were 25,124 shares subject to outstanding options under the Taxcient Plan, all of which were fully vested. The following table summarizes stock option activity for the Company’s stock-based compensation plans: Weighted Weighted Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Shares Price Life (Years) (in thousands) Options outstanding as of January 1, 2018 10,727,125 $ 9.94 7.00 $ 71,430 Options granted 2,371,093 17.83 Options exercised (1,090,951 ) 8.04 Options cancelled (562,345 ) 14.01 Options expired (131,203 ) 11.07 Options outstanding as of June 30, 2018 11,313,719 11.56 7.23 473,001 Options exercisable as of June 30, 2018 6,223,513 $ 8.25 5.81 $ 280,791 A summary of options outstanding and vested as of June 30, 2018 is as follows: Options Outstanding Options Vested and Exercisable Exercise Number Weighted Average Number Vested Weighted Average Prices Outstanding Life (in Years) and Exercisable Life (in Years) $0.70 to 1.90 1,113,182 2.64 1,113,182 2.64 2.86 to 6.40 1,212,440 4.76 1,212,440 4.76 8.04 to 11.72 1,534,228 5.72 1,495,460 5.72 12.20 to 15.06 4,839,058 8.08 2,389,843 7.84 16.06 to 24.00 2,614,811 9.63 12,588 9.87 11,313,719 6,223,513 The total intrinsic value of options exercised during the six months ended June 30, 2018 and 2017 was $9.9 million and $2.0 million, respectively. The weighted average grant date fair value of options granted during the six months ended June 30, 2018 and 2017 was $8.09 and $6.40 per share, respectively. During the six months ended June 30, 2018 and 2017, 474,217 and Total stock-based compensation expense for stock options during the three and six months ended June 30, 2018 was $3.6 million and $6.6 million, respectively, and $2.7 Stock Option Valuation Assumptions All stock-based payments to employees are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award, generally a four-year, straight-line vesting period. For the periods presented, the fair value of options was estimated using the Black-Scholes option-pricing model with the following assumptions: June 30, June 30, 2018 2017 Fair value of common stock $16.86 to 24.00 $13.84 to 14.68 Volatility 40% 40 to 43% Expected term 6 years 6 years Expected dividend yield n/a n/a Risk-free interest rate 2.55% to 2.97% 2.02% to 2.20% The Board of Directors intends all options granted to be exercisable at a price per share not less than the per share fair value of the Company’s common stock underlying those options on the date of grant. Prior to the IPO, the fair value of the common stock underlying stock options and common stock warrants was estimated by the Board of Directors, with input from management and third-party valuation firms. The enterprise value utilized in determining the fair value of common stock for financial reporting purposes was estimated using the market approach and the income approach. Under the market approach, the Company used the guideline public company method, which estimated the fair value of the business enterprise based on market prices of stock of guideline public companies and the option pricing method. Indications of value were estimated by utilizing revenue multiples to measure enterprise value. The guideline merged and acquired company method was not utilized in the valuation, as the Company regarded the method as less reliable as management believed it did not directly reflect the Company’s future prospects. The income approach estimated the enterprise value based on the present value of the Company’s future estimated cash flows and the residual value beyond the forecast period. The residual value was based on an exit (or terminal) multiple observed in the comparable company method analysis. The future cash flows and residual value were discounted to their present value to reflect the risks inherent in the Company achieving these estimated cash flows. The discount rate was based on venture capital rates of return for companies nearing an initial public offering. The discount rate was applied using the mid-year convention. The mid-year convention assumes that cash flows are generated evenly throughout the year, as opposed to in a lump sum at the end of the year. The Company lacks sufficient historical volatility of its stock price. Selected volatility is representative of expected future volatility and was based on the historical and implied volatility of comparable publicly traded companies over a similar expected term. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. Given the Company’s relative inexperience of significant exercise activity, the expected term assumptions were determined based on application of the simplified method of expected term calculation by averaging the vesting contractual life of option grants and the vesting period of such grants. This application, when coupled with the contractual life of 10 years and average vesting term of 4 years, creates an expected term of 6 years. The Company has not paid and does not expect to pay dividends. The risk-free interest rate was based on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected life of the option grant at the date nearest the option grant date. The compensation expense recorded for the Company’s fully vested stock compensation grants represents the grant date fair value of the total vested number of awards. The Company uses the straight-line attribution method for recognizing stock-based compensation expense. 2018 Employee Stock Purchase Plan In June 2018, the Company’s Board of Directors adopted our 2018 Employee Stock Purchase Plan (“ESPP”). The ESPP became effective on June 15, 2018, the first trading day of our common stock. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. Purchases will be accomplished through participation in discrete offering periods. The first offering period began on June 14, 2018 and will end on January 31, 2019. Thereafter, offering periods will begin on August 1 and February 1 (or such other date determined by our Board of Directors or our Compensation and Leadership Development Committee). Under the ESPP, eligible employees can acquire shares of the Company’s common stock by accumulating funds through payroll deductions. Employees generally are eligible to participate in our ESPP if they are a U.S. employee and are employed for at least 20 hours per week. The Company may impose additional restrictions on eligibility. Eligible employees can select a rate of payroll deduction between 1% and 15% of their compensation. The purchase price for shares of common stock purchased under the ESPP is 85% of the lesser of the fair market value of the Company’s common stock on (i) the first day of the applicable offering period or (ii) the last day of the purchase period in the applicable offering period. An employee’s participation automatically ends upon termination of employment for any reason. The Company initially reserved 996,709 shares of common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP will increase automatically on each January 1, beginning January 1, 2019, by the number of shares equal to least of (i) 1,000,000 shares of common stock, (ii) 1% of the aggregate number of shares of common stock outstanding on December 31 st Stock-based compensation expense recorded to the condensed consolidated statement of operations for the three and six months ended June 30, 2018 related to the ESPP was insignificant. |