Stock Option and Stock-Based Compensation Plans | 11. Stock Option and Stock-Based Compensation Plans The total stock-based compensation expense included in the Company’s consolidated statement of operations for the years ended December 31, 2016, 2015 (i) Amended and Restated NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan (the “New Plan”) The New Plan applies to all grants of distribution equivalent rights, incentive stock options, non-qualified stock options, performance share awards, performance unit awards, restricted stock awards, restricted stock unit awards, stock appreciation rights, tandem stock appreciation rights and unrestricted stock awards (“equity securities”) to directors, officers, employees and consultants of the Company or any entity controlled by the Company. The exercise price for any new security granted under the New Plan is determined by the closing price of the Company’s common stock on the trading day prior to the grant date. If the security is granted on a pre-determined basis, the exercise price is determined using the five-day volume weighted average price of the Company's common stock on the Toronto Stock Exchange immediately prior to the date of grant. In all cases the exercise price may not be less than fair market value. Securities are exercisable during a period established at the time of their grant provided that such period will expire no later than five years after the date of grant, subject to early termination of the option in the event the holder of the option dies or ceases to be a director, officer or employee of the Company or ceases to provide ongoing management or consulting services to the Company or entity controlled by the Company. The maximum number of shares of common stock issuable upon exercise of securities granted pursuant to the New Plan is 50,000,000 shares of common stock. [a] Stock Options A summary of stock option activity under the New Plan is as follows: # Weighted average of options exercise price Outstanding, December 31, 2013 14,193,000 0.44 Granted 3,979,500 0.95 Exercised (193,255 ) 0.43 Forfeited (714,750 ) 0.47 Outstanding, December 31, 2014 17,264,495 0.56 Granted 5,283,750 1.01 Exercised (310,000 ) 0.51 Forfeited (749,150 ) 0.92 Outstanding, December 31, 2015 21,489,095 0.66 Granted 4,133,200 0.64 Exercised (785,245 ) 0.41 Forfeited (1,623,600 ) 0.93 Outstanding, December 31, 2016 23,213,450 0.65 The following table summarizes information regarding stock options granted under the New Plan as at December 31, 2016: Weighted average Aggregate Exercise Number remaining Number intrinsic price outstanding contractual life exercisable value $ 0.39 349,000 6.2 261,750 $ 164 $ 0.44 10,768,500 6.6 8,076,375 4,523 $ 0.48 900,000 1.6 675,000 342 $ 0.59 2,920,950 8.9 730,238 789 $ 0.69 160,000 9.9 - 27 $ 0.78 100,000 9.6 - 8 $ 0.80 10,000 9.9 - 1 $ 0.85 645,000 9.6 - 6 $ 0.94 5,554,500 8.4 2,121,500 - $ 1.02 350,000 8.4 87,500 - $ 1.03 400,000 2.4 200,000 - $ 1.16 1,055,500 2.8 263,875 - 23,213,450 7.0 12,416,238 $ 5,860 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of fiscal 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016. The amount changes based on the fair market value of the Company’s common stock. For the years ended December 31, 2016, 2015 and 2014, $2,627, $1,334 and $838, respectively, were recorded for total stock-based compensation expense related to stock options under the New Plan. The Company estimates the fair value of stock options granted using a Black-Scholes-Merton option pricing model. The assumptions used in determining the fair value of stock options granted are as follows: Year ended December 31, 2016 2015 2014 Weighted average Exercise price of stock options granted $ 0.64 $ 1.01 $ 0.95 Fair value of stock options granted $ 0.55 $ 0.85 $ 0.64 Expected volatility 96 % 98 % 87 % Risk-free interest rate 1.01 % 1.4 % 2.16 % Expected life (years) 7 7 7 Dividend yield 0 % 0 % 0 % The exercise price of stock options granted on a pre-determined basis is calculated using the five-day volume weighted average price of the Company’s common stock on the Toronto Stock Exchange preceding the grant date. The Company estimates volatility based on the Company’s historical volatility. The Company estimates the risk-free rate based on the Federal Reserve rate. The Company currently estimates the expected life of its stock options to be seven years. As at December 31, 2016, there was $7,576 of total unrecognized compensation cost related to non-vested stock options under the New Plan, which is expected to be recognized over a weighted-average period of three years. [b] Restricted Stock Unit Awards (“RSU Awards”) Shares of our common stock issuable upon the future vesting of RSU Awards are referred to in this section as “Underlying Shares.” Effective May 18, 2015, the Company granted 3,300,000 RSU Awards to various members of Company management, which awards vest in four equal annual installments commencing on the first anniversary of the effective grant date The first increment of 825,000 RSU Awards vested and the Underlying Shares were issued on May 18, 2016. The total grant date fair value of the remaining Underlying Shares, in the amount of $1,440, will be recognized evenly over the remaining vesting period. On August 24, 2015, the Company granted 1,200,000 RSU Awards to various members of Company management and employees, which awards were subject to vesting over several months. 62,000 Underlying Shares were forfeited prior to the vesting date of the RSU Awards. The remaining 1,138,000 RSU Awards vested and the Underlying Shares were issued on January 19, 2016. The total grant date fair value of the Underlying Shares, net of the forfeitures, in the amount of $575, was recognized evenly over the vesting period. Effective March 7, 2016, the Company granted 5,975,000 RSU Awards to various senior employees of the Company, which awards vest in four equal annual installments commencing on the first anniversary of the effective grant date. During the year ended December 31, 2016, 75,000 Underlying Shares were forfeited prior to the vesting date of the RSU Awards. The total grant date fair value of the Underlying Shares, net of the forfeitures, in the amount of $2,684, will be recognized evenly over the remaining vesting period. Effective August 8, 2016, the Company granted 490,000 RSU Awards to various senior employees of the Company, which awards vest in four equal annual installments commencing on the first anniversary of the effective grant date. During the year ended December 31, 2016, 150,000 Underlying Shares were forfeited prior to the vesting date of the RSU Awards. The total grant date fair value of the Underlying Shares, net of the forfeitures, in the amount of $264, will be recognized evenly over the remaining vesting period. Effective September 6, 2016, the Company granted 100,000 RSU Awards to a member of the Company’s management, which awards vest in four equal annual installments commencing on the first anniversary of the effective grant date. The total grant date fair value of the Underlying Shares, in the amount of $89, will be recognized evenly over the remaining vesting period. For the years ended December 31, 2016, 2015 and 2014, $1,700, $985 and $0, respectively, were recorded for total stock-based compensation expense related to RSU Awards. (ii) Fourth Amended and Restated Stock Option Plan (the “Old Plan”) The Old Plan applied to all grants of options to directors, officers, employees and consultants of the Company or any entity controlled by the Company. The exercise price for any option granted under the Old Plan was determined by the closing price of the Company’s common stock on the trading day prior to the grant date. If the option was granted on a pre-determined basis, the exercise price was determined using the five-day volume weighted average price of the Company's common stock on the Toronto Stock Exchange immediately prior to the date of grant. In all cases the exercise price was not less than fair market value. Options were exercisable during a period established at the time of their grant provided that such period will expire no later than five years after the date of grant, subject to early termination of the option in the event the holder of the option dies or ceases to be a director, officer or employee of the Company or ceases to provide ongoing management or consulting services to the Company or entity controlled by the Company. The maximum number of shares of common stock issuable upon the exercise of options granted pursuant to the Old Plan was equal to the greater of (i) 4,000,000 shares of common stock and (ii) 12.5% of the number of issued and outstanding shares of common stock. Since the adoption of the New Plan, no options have been or will be issued under the Old Plan. A summary of stock option activity under the Old Plan is as follows: # Weighted average of options exercise price Outstanding, December 31, 2013 10,074,500 0.40 Exercised (2,026,262 ) 0.51 Forfeited (156,063 ) 0.10 Outstanding, December 31, 2014 7,892,175 0.38 Exercised (2,981,875 ) 0.49 Forfeited (47,000 ) 0.56 Outstanding, December 31, 2015 4,863,300 0.31 Exercised (2,495,050 ) 0.41 Forfeited (329,500 ) 0.36 Outstanding, December 31, 2016 2,038,750 0.18 The following table summarizes information regarding stock options granted under the Old Plan as at December 31, 2016: Weighted average Aggregate Exercise Number remaining Number intrinsic price outstanding contractual life exercisable value $ 0.18 2,038,750 0.4 2,038,750 $ 1,386 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of fiscal 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016. The amount changes based on the fair market value of the Company’s common stock. For the years ended December 31, 2016, 2015 and 2014, $35 , The Company estimates the fair value of options granted using a Black-Scholes-Merton option pricing model. No options were granted under the Old Plan during the years ended December 31, 2016, 2015 and 2014. As at December 31, 2016, there was $0 of total unrecognized compensation cost related to these options. (iii) Warrants On May 9, 2012, the Company granted 1,894,741 warrants to a merchant bank that were fully vested upon the merchant bank signing an engagement letter with the Company for various consulting services. The fair value of these warrants, in the amount of $373,264, was included in selling, general and administrative, including stock-based compensation, on the Company’s consolidated statement of operations and comprehensive loss in 2012. Additionally, the Company granted 1,894,741 warrants to the merchant bank that are exercisable if the merchant bank achieves certain performance targets. In accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees,” the Company has not recorded any expense for the years ended December 31, 2016, 2015 and 2014 as the performance targets have not been met and are not probable of being met. These warrants expire on May 9, 2022. On September 25, 2012, the Company completed a private placement for aggregate gross proceeds of approximately $4.6 million. The agent for a portion of the subscriptions received from the Company a commission equal to 748,127 broker warrants (4% of the number of the units issued in the offering). Each broker warrant was exercisable for one broker unit at an exercise price of U.S.$0.21 per warrant at any time prior to the 30-month anniversary of the closing date of the offering. Each broker unit consisted of one share of common stock and one-half of a warrant, and each full warrant entitled the holder thereof to purchase one share of common stock at U.S.$0.30 for 30 months following the closing date of the Offering. During the year ended December 31, 2015, all remaining subscriber warrants and broker warrants were either exercised or forfeited. No warrants remained outstanding at December 31, 2016. The total stock-based compensation expense related to warrants during the years ended December 31, 2016, 2015 and 2014 was $0. A summary of the warrant activity is as follows: # Weighted average of warrants exercise price Outstanding, December 31, 2013 11,952,269 $ 0.28 Exercised (6,993,063 ) 0.29 Outstanding, December 31, 2014 4,959,206 $ 0.27 Exercised (2,967,465 ) 0.3 Forfeited (67,000 ) 0.51 Outstanding, December 31, 2015 and 2016 1,924,741 $ 0.25 The fair value of warrants was determined using the Black-Scholes-Merton option pricing model. The following table summarizes the warrant information as at December 31, 2016: Weighted average Aggregate Exercise Number remaining Number intrinsic price outstanding contractual life exercisable value $ 0.22 1,894,741 5.4 1,894,741 $ 1,213 $ 2.20 30,000 0.8 30,000 - 1,924,741 5.3 1,924,741 $ 1,213 No warrants were granted during the years ended December 31, 2016, 2015 or 2014. (iv) Directors’ Compensation Plan (“Directors’ Plan”) Non-management directors of the Company receive a minimum of 50%, and may elect to receive a greater portion, of their fees in common stock. The number of shares of common stock to be issued to non-management directors is determined by dividing the dollar value of the fees by the closing price of the common stock on the relevant payment date. The maximum number of shares of common stock available to be issued by the Company under the Directors’ Plan is 5,000,000. During the year ended December 31, 2016, the Company issued 268,239 |