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, 2017, 2016 (i) 2012 Omnibus Securities and Incentive Plan (the “Omnibus Plan”) The Omnibus 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 2012 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 Omnibus Plan is 50,000,000 shares of common stock. [a] Stock Options A summary of stock option activity under the Omnibus Plan is as follows: # Weighted average of options exercise price 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 Granted 3,270,200 0.45 Exercised (141,000 ) 0.44 Forfeited (1,629,500 ) 0.94 Outstanding, December 31, 2017 24,713,150 0.61 The following table summarizes information regarding stock options granted under the Omnibus Plan as at December 31, 2017: Weighted average Aggregate Exercise Number remaining Number intrinsic price outstanding contractual life exercisable value $ 0.37 100,000 9.9 - $ 4,000 $ 0.39 329,000 5.2 329,000 - $ 0.44 10,332,500 5.6 10,332,500 - $ 0.45 3,042,700 9.8 - - $ 0.48 900,000 0.6 900,000 - $ 0.59 2,427,200 8.2 615,863 - $ 0.69 160,000 8.9 40,000 - $ 0.78 100,000 8.6 25,000 - $ 0.80 10,000 8.9 2,500 - $ 0.85 561,250 8.6 140,313 - $ 0.94 5,267,000 6.8 3,336,750 - $ 1.02 350,000 7.4 175,000 - $ 1.03 400,000 1.4 300,000 - $ 1.16 733,500 7.5 366,750 - 24,713,150 7.0 16,563,675 $ 4,000 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 2017 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, 2017. The amount changes based on the fair market value of the Company’s common stock. For the years ended December 31, 2017, 2016 and 2015, $2,187, $2,627 and $1,334, respectively, were recorded for total stock-based compensation expense related to stock options under the Omnibus 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, 2017 2016 2015 Weighted average Exercise price of stock options granted $ 0.45 $ 0.64 $ 1.01 Fair value of stock options granted $ 0.35 $ 0.55 $ 0.85 Expected volatility 91% 96% 98% Risk-free interest rate 1.90% 1.0% 1.40% 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, 2017, there was $5,203 of total unrecognized compensation cost related to non-vested stock options under the Omnibus Plan, which is expected to be recognized over a weighted-average period of three years. [b] Restricted Stock Units 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 and second increments of 825,000 RSU Awards each vested and the Underlying Shares were issued on May 18, 2016 and 2017, respectively. During the years ended December 31, 2016 and 2017, zero and 475,000 Underlying Shares were forfeited prior to the vesting date of the RSU Awards, respectively. The total grant date fair value of the remaining Underlying Shares, in the amount of $770, 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. The first increment of 1,475,000 RSU Awards vested and the Underlying Shares were issued on March 7, 2017. During the years ended December 31, 2016 and 2017, 75,000 and 693,750 Underlying Shares were forfeited prior to the vesting date of the RSU Awards, respectively. The total grant date fair value of the Underlying Shares, net of the forfeitures, in the amount of $1,777, 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. The first increment of 72,500 RSU Awards vested and the Underlying Shares were issued on August 8, 2017. During the years ended December 31, 2016 and 2017, 150,000 and 50,000 Underlying Shares were forfeited prior to the vesting date of the RSU Awards, respectively. The total grant date fair value of the Underlying Shares, net of the forfeitures, in the amount of $163, will be recognized evenly over the remaining vesting period. Effective September 6, 2016, the Company granted 100,000 RSU Awards to a member 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 25,000 RSU Awards vested and the Underlying Shares were issued on September 6, 2017. The total grant date fair value of the Underlying Shares, in the amount of $65, will be recognized evenly over the remaining vesting period. Effective February 2, 2017, the Company granted 2,650,000 performance based RSU Awards to various members of Company management. To the extent established performance criteria are met, as determined by the Compensation Committee of the Board of Directors, the awards vest in four equal annual installments commencing on the date that the Compensation Committee certifies that such performance criteria have been met. On March 24, 2018, the Compensation Committee certified the achievement of 49.7% of the performance targets established in this grant. The first increment of 329,469 RSU Awards vested on March 24, 2018. The unrecognized compensation of $838 will be recognized over the remaining vesting period. Effective October 5, 2017, the Company granted 1,195,000 RSU Awards to various senior employees, 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 $509, will be recognized evenly over the remaining vesting period. For the years ended December 31, 2017, 2016 and 2015, $1,703, $1,470 and $985, 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 five years after the date of grant, subject to extension per the terms of the plan or 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 Omnibus 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, 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 Exercised (705,000 ) 0.18 Forfeited (40,000 ) 0.18 Outstanding, December 31, 2017 1,293,750 0.18 The following table summarizes information regarding stock options granted under the Old Plan as at December 31, 2017: Weighted average Aggregate Exercise Number remaining Number intrinsic price outstanding contractual life exercisable value $ 0.18 1,293,750 0.0 (1) 1,293,750 $ 298 (1) By the terms of the Old Plan, the options expire 10 business days after the end of the current blackout period. 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 2017 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, 2017. The amount changes based on the fair market value of the Company’s common stock. For the years ended December 31, 2017, 2016 and 2015, $0, $35 and $185, respectively, were recorded for total stock-based compensation expense related to options issued under the Old Plan. As at December 31, 2017, there was no unrecognized compensation cost related to these options. (iii) Warrants A summary of the warrant activity is as follows: # Weighted average of warrants exercise price Outstanding, December 31, 2014 4,959,206 $ 0.27 Exercised (2,967,465 ) 0.30 Forfeited (67,000 ) 0.51 Outstanding, December 31, 2015 and 2016 1,924,741 $ 0.25 Forfeited (30,000 ) 2.20 Outstanding, December 31, 2017 1,894,741 $ 0.22 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, 2017: Weighted average Aggregate Exercise Number remaining Number intrinsic price outstanding contractual life exercisable value $ 0.22 1,894,741 4.4 1,894,741 $ 360 No warrants were granted during the years ended December 31, 2017, 2016 or 2015. (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, 2017, the Company issued 842,973 |