STOCK-BASED COMPENSATION | NOTE 13—STOCK-BASED COMPENSATION On November 6, 2009, the Company’s Board of Directors approved the Company’s 2009 Equity Incentive Plan (the “2009 Plan”), which became effective on the same day. Effective May 14, 2013, the 2009 Plan was amended to increase the number of shares subject to the 2009 Plan. As a result, a total of 4,133,133 shares of common stock are reserved for issuance under the 2009 Plan. The 2009 Plan is administered by the Board of Directors or any committee designated by the Board of Directors, which has the authority to designate participants and determine the number and type of awards to be granted, the time at which awards are exercisable, the method of payment and any other terms or conditions of the awards. The 2009 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, collectively, “options,” stock appreciation rights, shares of restricted stock, or “restricted stock,” rights to dividend equivalents and other stock-based awards, collectively, the “awards.” The Board of Directors or the committee will, with regard to each award, determine the terms and conditions of the award, including the number of shares subject to the award, the vesting terms of the award, and the purchase price for the award. Awards may be made in assumption of or in substitution for outstanding awards previously granted by the Company or its affiliates, or a company acquired by the Company or with which it combines. Options outstanding generally vest over a three year period and expire ten years from date of grant. There were 1,365,452 shares available for grant under the 2009 Plan as of June 30, 2015. During the first quarter of 2015, the Company granted 1,964,665 stock options of the Company’s common stock at an exercise price of $1.52 to executives and key employees under the 2009 Plan. The award vests one-third on each annual anniversary of the grant. In the event of a sale of all or substantially all of the Company’s assets or equity resulting in a change of control, unvested awards granted to non-executive employees will be cancelled while 12 months of unvested awards granted to executive officers will vest. However, if the acquirer is another public company that offers a similar option program, all employees will receive options under the acquirer’s plan. The following table presents the assumptions used to estimate the fair values of the stock options granted during the first quarter of 2015: Three Months Ended March 31, 2015 Risk-free interest rate % Expected volatility % Expected life (in years) Forfeiture rate % Dividend yield — Weighted-average estimated fair value of options granted during the period $ The fair value of the stock options issued were determined by the Company using the Black-Scholes option pricing model. The Company’s assumptions about stock-price volatility were based exclusively on the implied volatilities of the Company’s common stock and those of other publicly traded options to buy stock with contractual terms closest to the expected life of options granted to the Company’s employees. The expected term represents the estimated time until employee exercise is estimated to occur taking into account vesting schedules and using the Hull-White model. The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury 10 year zero-coupon strip yield in effect at the time of grant. The expected dividend yield was based on the assumption that no dividends are expected to be distributed in the near future. The following table summarizes the options activity under the Company’s 2009 Plan for the six months ended June 30, 2015: Options Outstanding Number of Shares Weighted— Average Exercise Price Weighted— Average Remaining Contractual Term (in years) Weighted— Average Grant—Date Fair Value Aggregate Intrinsic Value(1) Balance at December 31, 2014 — $ — — $ — $ — Options granted $ — $ $ ) Exercised — $ — — $ — $ — Canceled/forfeited — $ — — $ — $ — Balance at June 30, 2015 $ $ $ — Vested and exercisable as of June 30, 2015 — $ — — $ — $ — Vested and exercisable as of June 30, 2015 and expected to vest thereafter $ $ $ ) (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.19 of the Company’s common stock on June 30, 2015. As of June 30, 2015, there was $1,675 of unrecognized compensation cost related to outstanding employee stock option awards. This amount is expected to be recognized over a weighted-average remaining vesting period of 1.4 years. To the extent the actual forfeiture rate is different from what the Company has anticipated, stock-based compensation related to these awards will be different from its expectations. The following table summarizes the restricted common stock activity of the Company for the six months ended June 30, 2015: Unvested Restricted Shares Number of Shares Weighted— Average Grant—Date Fair Value Unvested at December 31, 2014 $ — Granted $ — Vested ) $ Canceled — $ — Unvested at June 30, 2015 $ — Expected to vest after June 30, 2015 $ — As of June 30, 2015, there was $150 of unrecognized compensation cost related to employee and director unvested restricted common stock. This amount is expected to be recognized over a weighted-average remaining vesting period of less than one year. To the extent the actual forfeiture rate is different from what the Company has anticipated, stock-based compensation related to these awards will be different from its expectations. On November 9, 2010, the Company’s Board of Directors adopted the ESPP and reserved 166,667 shares of the Company’s common stock for issuance thereunder. The ESPP was made effective upon its approval by the votes of the Company’s stockholders on May 24, 2011 during the Company’s annual meeting for the purpose of qualifying such shares for special tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended. Under the ESPP, eligible employees may use payroll withholdings to purchase shares of the Company’s common stock at a 10% discount. The Company has established four offering periods during the year in which eligible employees may participate. The Company purchases the number of required shares each period based upon the employees’ contribution plus the 10% discount. The number of shares purchased multiplied by the 10% discount is recorded by the Company as stock-based compensation. The Company recorded less than $1 in stock-based compensation expense relating to the ESPP for the three and six months ended June 30, 2015, respectively. The Company recorded $1 in stock-based compensation expense relating to the ESPP for the three and six months ended June 30, 2014, respectively. There were 165,720 shares available for purchase under the ESPP as of June 30, 2015. Deferred Compensation The Company had a deferred compensation arrangement with certain members of management, including Robert S. Yorgensen, that stated upon the earlier of December 31, 2015, sale of the Company (which included a change of control transaction), or termination of employment for any reason, the members were entitled to bonus payments based upon a formula set forth in their respective employment agreements. The payments were tied to distribution amounts they would have received with respect to their former ownership in the predecessor Company if the assets were sold at fair market value compared to the value of the Company’s stock price. The amount of the potential bonus payment was capped at $1,180. In accordance with ASC 718-30, the obligation should have been remeasured quarterly at fair value. The Company determined fair value using observable current market information as of the reporting date. The most significant input to determine the fair value was determined to be the Company’s common stock price which is a Level 2 input. Based upon the difference of the floor in the agreements and the effective valuation of the Transaction of $4.80 per share for Mr. Yorgensen, $204 of accrued compensation was paid out during the first quarter of 2015. As of June 30, 2015, no deferred compensation arrangements exist. Stock-based compensation expense was included in the following Condensed Consolidated Statements of Comprehensive Loss categories for continuing operations: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of sales $ — $ — $ — $ — Selling, general and administrative expense $ $ $ $ Research and development expense $ — $ — $ — $ — Total stock-based compensation expense $ $ $ $ Total option exercise recognized tax benefit $ — $ — $ — $ — |