Stock Compensation | 11. Stock Compensation 2017 Inducement Equity Plan In May 2017, the Company's board of directors approved the 2017 Inducement Equity Plan (the "2017 Plan"). The number of shares of common stock available for awards under the 2017 Plan was set to 750,000, with any shares of common stock that are forfeited, cancelled, held back upon the exercise or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of common stock, or otherwise terminated (other than by exercise) under the 2017 Plan added back to the shares of common stock available for issuance under the 2017 Plan. The 2017 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), unrestricted stock awards and dividend equivalent rights. In November 2019, the Company's board of directors approved an amendment to the 2017 Plan to increase the number of shares of common stock available for issuance under the 2017 Plan by 400,000 shares. 2013 Stock Option and Incentive Plan In May 2015, the Company’s stockholders approved the amended and restated 2013 Stock Option and Incentive Plan (as amended, the “2013 Plan”) which, among other things, increased the number of shares of common stock reserved for issuance thereunder. The number of shares of common stock available for awards under the 2013 Plan was increased by 923,622 shares from 2,051,378 shares to 2,975,000 shares, plus (i) shares of common stock that are forfeited, cancelled, held back upon the exercise or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of common stock or otherwise terminated (other than by exercise) under the 2013 Plan and the Company’s 2008 Incentive Stock Option and Restricted Stock Plan are added back to the shares of common stock available for issuance under the 2013 Plan, and (ii) on January 1, 2016, and each January 1, thereafter, the number of shares of common stock reserved and available for issuance under the 2013 Plan will be cumulatively increased by 2.5% of the number of shares of common stock outstanding on the immediately preceding December 31, or such lesser number of shares of common stock determined by the compensation committee. The 2013 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, RSUs, unrestricted stock awards, cash-based awards, performance share awards and dividend equivalent rights. 2008 Stock Option and Restricted Stock Plan In April 2008, the Company adopted the 2008 Plan, administered by the Board of Directors or a committee appointed by the Board of Directors. The 2008 Plan provides for the granting of stock options and restricted stock to employees and nonemployees of the Company. Options granted under the 2008 Plan may either be incentive stock options, restricted stock awards or nonqualified stock options. Stock options and restricted stock grants may be granted to employees, directors and consultants. Stock awards under the 2008 Plan may be granted for up to ten years from the adoption of the 2008 Plan at prices no less than 100 percent of the fair value of the shares on the date of the grant as determined by (i) the closing price of the Company’s common stock on any national exchange, (ii) the National Association of Securities Dealers Inc. Automated Quotation System (“NASDAQ”), if so authorized for quotation as a NASDAQ security, or (iii) by reasonable application of a reasonable valuation method. The valuation methods utilized by the Company are consistent with the AICPA Technical Practice Aid. 11. Stock Compensation (Continued) The Company incurs stock-based compensation expense related to stock options and RSUs. The fair value of RSUs is determined by the closing market price of the Company’s common stock on the date of grant. The fair value of stock options is calculated using a Black-Scholes option-pricing model. The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation. Accordingly, compensation costs related to equity instruments granted are recognized over the requisite service periods of the awards on a straight-line basis at the grant-date fair value. In accordance with the adoption of ASU 2016-09, effective January 1, 2017, the Company accounts for forfeitures as they occur. Under the 2017 Plan, 2013 Plan and the 2008 Plan the vesting of options granted or restricted awards given will be determined individually with each option grant. Generally, 25 percent of the granted amount will vest upon the first anniversary of the option grant with the remainder vesting ratably on the first day of each calendar quarter for the following three years . Stock options have a 10 -year life and expire if not exercised within that period, or if not exercised within 90 days of cessation of providing service to the Company. The following table summarizes the activity relating to the Company’s options to purchase common stock for the year ended December 31, 2019: Weighted-Average Weighted-Average Remaining Number of Exercise Price Contractual Aggregate Options Per Share Term (Years) Intrinsic Value (in thousands) Outstanding at December 31, 2018 5,303,723 $ 37.01 7.42 $ 83,473 Granted 542,875 $ 46.95 Forfeited or cancelled (vested and unvested) (519,140) $ 50.24 Exercised (649,529) $ 18.12 Outstanding at December 31, 2019 4,677,929 $ 39.31 6.82 $ 109,054 The following table summarizes information about the Company’s stock option plan as of December 31, 2019: Weighted-Average Weighted-Average Remaining Number of Exercise Price Contractual Aggregate Options Per Share Term (Years) Intrinsic Value (in thousands) Vested and expected to vest at December 31, 2019 4,677,929 $ 39.31 6.82 $ 109,054 Exercisable at December 31, 2019 2,993,362 $ 34.24 5.84 $ 86,698 The total intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017, was $17.7 million, $12.1 million and $4.0 million, respectively. The following table shows the weighted-average assumptions used to compute the stock-based compensation costs for the stock options granted to employees during each of the three years ending December 31, 2019, using the Black-Scholes option-pricing model: Year ended December 31, 2019 2018 2017 Risk-free interest rate 2.10 % 2.75 % 2.04 % Dividend yield — — — Weighted-average expected life of options (years) 6.25 6.21 6.19 Volatility 73 % 72 % 73 % 11. Stock Compensation (Continued) The risk-free interest rate assumption was based on the United States Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The weighted-average expected life of the options was calculated using the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107 (“SAB No. 107”). This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical and predictive data, the estimated volatility incorporates the historical volatility of comparable companies whose share prices are publicly available. The weighted-average grant-date fair values of stock options granted during the years ended December 31, 2019, 2018 and 2017, were $31.18, $37.56, and $15.99, respectively. During the years ended December 31, 2019, 2018 and 2017, the Company recognized stock-based compensation expense related to stock options of $23.5 million, $23.4 million and $18.2 million, respectively. As of December 31, 2019, there was approximately $48.6 million of unrecognized compensation cost related to unvested options, which will be recognized over a weighted-average period of approximately 2.6 years. The following table summarizes the activity relating to the Company’s RSUs for the year ended December 31, 2019: Number of Weighted-Average RSUs Fair Value Per Share Outstanding and unvested at December 31, 2018 37,475 $ 66.96 Granted 230,284 $ 42.21 Forfeited or expired (4,083) $ 36.73 Vested (17,710) $ 64.71 Outstanding and unvested at December 31, 2019 245,966 $ 44.45 During the years ended December 31, 2019, 2018 and 2017, the Company recognized approximately $2.4 million, $0.6 million and $0.4 million, respectively, of stock-based compensation expense recognized related to RSUs. As of December 31, 2019, there was approximately $9.2 million of unrecognized stock-based compensation expense related to unvested RSUs, which will be recognized over a weighted-average period of approximately 3.1 years. |