Equity Incentive Plans | 9. Equity Incentive Plans 2015 Plan In March 2015, the Company’s board of directors adopted and in April 2015 the Company’s stockholders approved the 2015 Equity Incentive Plan, or the 2015 Plan, which became effective upon the Initial Public Offering (“IPO”) and provides for the granting of incentive stock options, nonstatutory stock options, and other forms of stock awards to its employees, directors and consultants. The Company’s 2009 Stock Incentive Plan, or the 2009 Plan, terminated on the date the 2015 Plan was adopted. Options granted or shares issued under the 2009 Plan that were outstanding on the date the 2015 Plan became effective will remain subject to the terms of the 2009 Plan. The 2015 Plan is administered by the board of directors or a committee appointed by the board of directors, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company’s common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Options expire after 10 years (five years for stockholders owning greater than 10% of the voting stock). The number of shares of common stock initially reserved for issuance under the 2015 Plan was 6,134,292 shares with an automatic annual increase to the shares issuable under the 2015 Plan to the lower of (i) 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. On January 1, 2017 the shares issuable under the 2015 Plan increased by 2,716,729. The Company had 6,826,585 shares available for future grant under the 2015 Plan as of June 30, 2017. 2009 Plan The Company’s 2009 Stock Incentive Plan, or the 2009 Plan, terminated on the date the 2015 Plan was adopted. Options granted or shares issued under the 2009 Plan that were outstanding on the date the 2015 Plan became effective will remain subject to the terms of the 2009 Plan. Prior to the 2009 Plan termination, the number of options available for grant was increased by 360,000 shares. At June 30, 2017, 6,649,962 options under the 2009 Plan remained outstanding. Stock Options The following table summarizes stock option activity for the six months ended June 30, 2017: Options Outstanding Shares Available for Grant Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (In thousands) Balance—December 31, 2016 5,011,459 10,690,156 $ 6.65 $ 74,984 Authorized 2,716,729 — RSUs granted, net (92,500 ) — Granted (913,100 ) 913,100 10.74 Exercised (642,845 ) 0.78 Canceled 103,997 (1) (114,405 ) 17.46 Balance—June 30, 2017 6,826,585 10,846,006 $ 7.23 $ 68,779 Options exercisable—June 30, 2017 6,129,250 $ 4.88 $ 50,920 Options vested and expected to vest—June 30, 2017 10,622,133 $ 7.14 $ 68,244 (1) This excludes 10,408 canceled options for the six months ended June 30, 2017 initially granted from the legacy stock option plans. As these plans have been terminated, any options canceled are not added back to the existing option plan pool. The aggregate intrinsic value represents the difference between the exercise price of the options and the closing price of the Company’s common stock. The aggregate intrinsic value of options exercised for the three and six months ended June 30, 2017 was $4.1 million and $6.3 million, respectively. As of June 30, 2017, the total unrecognized compensation expense related to unvested options, net of estimated forfeitures, was $31.7 million, which the Company expects to recognize over an estimated weighted-average period of 2.3 years. Restricted Stock Units (RSUs) In September 2016, the Company’s board of directors authorized the issuance of Restricted Stock Units, or RSUs, under the 2015 Plan and adopted a form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, or the RSU Agreement, which is intended to serve as a standard form agreement for restricted stock unit grants issued to employees, executive officers, directors and consultants. The following table summarizes restricted stock unit activity for the six months ended June 30, 2017: RSUs Outstanding Number of Restricted Units Weighted- Average Grant Date Fair Share Balance—December 31, 2016 657,200 $ 14.29 Granted 103,400 11.15 Canceled/forfeited (10,900 ) 14.29 Balance—June 30, 2017 749,700 $ 13.86 The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. As of June 30, 2017, there was $7.8 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to RSUs to be recognized over a weighted-average period of 3.3 years. Stock-based Compensation Expense Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 2,343 $ 1,971 $ 4,593 $ 3,969 General and administrative 1,655 1,354 3,392 3,099 Total stock-based compensation expense $ 3,998 $ 3,325 $ 7,985 $ 7,068 In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model. The fair value of stock option awards granted to employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: 2015 Plan 2015 ESPP Six Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Expected term (in years) 5.31 - 6.04 2.00 - 6.05 0.5 0.5 Volatility 73.2 - 74.1% 73.0 - 75.0% 65.4% 73.8% Risk-free interest rate 1.78 - 2.25% 1.25 - 1.72% 1.02% 0.36% Dividend yield —% —% —% —% 2015 Employee Stock Purchase Plan In March 2015, the Company’s board of directors adopted and in April 2015 the Company’s stockholders approved the 2015 Employee Stock Purchase Plan, or 2015 ESPP, which became effective upon the IPO. The 2015 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code, and is administered by the Company’s board of directors and the Compensation Committee of the board of directors. The number of shares of common stock initially reserved for issuance under the 2015 ESPP was 720,000 shares with an automatic annual increase to the shares issuable under the 2015 ESPP to the lower of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. On January 1, 2017 the shares issuable under the 2015 ESPP increased by 679,182. The Company had 1,838,166 shares available for future issuance under the 2015 ESPP as of June 30, 2017. Under the Aduro Biotech, Inc. Employee Stock Purchase Plan (“ESPP”) employees purchased 58,385 shares for $0.5 million during the six months ended June 30, 2017. |