Stock-Based Compensation | 11. Stock-Based Compensation The Plan : Our 2010 Equity Incentive Plan, as amended (the “Plan”), provides for grants of incentive and non-qualified stock options for purchase of our common stock at a price per share equal to the closing market price on the date of grant, and for awards of restricted stock units (“RSUs”) and restricted stock, for which there is no consideration payable by a recipient. An RSU entitles the recipient to one share of our common stock upon vesting. All stock issuances under the Plan are made with new shares from our authorized but unissued common stock. The number of shares reserved under the Plan may be increased annually by up to three percent of our outstanding stock. On January 1, 2017, an additional 1,285,544 shares were added to the Plan, resulting in a total of 9,144,512 shares reserved for issuance under the Plan as of December 31, 2017. Option activity under the Plan is as follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance at December 31, 2014 4,243,425 $ 7.01 Granted 2,152,500 $ 4.50 Cancelled (232,292 ) $ 2.85 Exercised (251,208 ) $ 2.27 Balance at December 31, 2015 5,912,425 $ 6.46 6.50 $ 7,873,000 Granted 570,100 $ 8.22 Cancelled (106,834 ) $ 10.81 Exercised (247,499 ) $ 4.04 Balance at December 31, 2016 6,128,192 $ 6.65 5.94 $ 13,857,000 Granted 897,100 $ 6.80 Cancelled (783,123 ) $ 7.42 Exercised (121,678 ) $ 2.81 Balance at December 31, 2017 6,120,491 $ 6.65 6.00 $ 3,571,000 Exercisable at December 31, 2017 5,153,771 $ 7.03 5.68 $ 2,899,000 Vested at December 31, 2017 3,973,578 $ 7.10 4.72 $ 2,750,000 Employees, non-employee directors, and consultants are eligible to participate in the Plan. For purposes of determining stock-based compensation expense, we include non-employee directors with employees; we account for consultant compensation expense separately. The term of awards granted under the Plan may not exceed ten years. Vesting periods of awards are determined by our board of directors. A majority of the vesting periods of outstanding stock options is four years, with 25 percent vesting on the one-year anniversary of the vesting commencement date and 75 percent vesting in equal monthly installments thereafter. A majority of the options are exercisable at any time but, if exercised prior to vesting, are subject to a lapsing right of repurchase by us at the exercise price until fully vested. As of December 31, 2017 and 2016, no unvested options had been exercised and, therefore, no shares were subject to repurchase. During March 2015, we granted a total of 316,000 options that vest based on achievement of certain performance milestones. We estimated the vesting term for each performance milestone on the date of grant, and on each reporting date thereafter, based on our internal timelines and operating projections. Our estimates of vesting ranged from approximately nine to 30 months at the grant date in March 2015; we estimated the weighted average remaining vesting term to be 12 months as of both December 31, 2017 and 2016. A total of 65 percent of these options had vested as of December 31, 2017. During the years ended December 31, 2017 and 2016, 63,000 and 12,250 unvested options were cancelled, respectively. During 2013, we awarded 87,500 shares of restricted stock; 25 percent of each award vests on each annual anniversary date of the award. As of December 31, 2017, all of these awards had vested and none had been cancelled. RSU activity under the Plan is as follows: RSUs Performance Time Outstanding Based Based Balance at December 31, 2014 — — — Granted 984,200 824,200 160,000 Cancelled — — — Vested — — — Balance at December 31, 2015 984,200 824,200 160,000 Granted 47,800 — 47,800 Cancelled (118,000 ) (118,000 ) — Vested (160,000 ) — (160,000 ) Balance at December 31, 2016 754,000 706,200 47,800 Granted 397,300 162,500 234,800 Cancelled (526,000 ) (479,200 ) (46,800 ) Vested (47,800 ) — (47,800 ) Balance at December 31, 2017 577,500 389,500 188,000 We estimated the vesting term for each performance-based RSU on the award date, and on each reporting date thereafter, based on our internal timelines and operating projections. As of December 31, 2017, we estimated the remaining weighted average vesting term to be 8.1 months for the RSUs granted in 2015 and 6 months for the RSUs granted in 2017. Time-based RSUs generally vest over one year for non-employee directors and ratably over three years for employees. No tax benefits arising from stock-based compensation have been recognized in our consolidated statements of operations through December 31, 2017. Grants and Awards to Employees: We account for option grants, restricted stock awards, and RSUs to employees based on their estimated fair values on the date of grant or award, with the resulting stock-based compensation recorded over the requisite service period on a straight-line basis. The fair value of restricted stock and RSUs is equal to the closing market price of our common stock on the date of award. The fair value of option grants was estimated on the date of grant using the following weighted-average assumptions: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 2.2% 1.6% 1.8% Expected volatility of common stock 65.4% 57.6% 55.6% Expected life in years 6.21 6.13 6.16 Dividend yield 0.0% 0.0% 0.0% The assumed risk-free interest rate was based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected life of the option. The assumed volatility was calculated from the historical market prices of a selected group of publicly traded companies considered to be our peers; we use peer group data because we have limited historical trading data for our common stock, but adjusted the 2016 volatility upward by approximately ten percent to allow us to move toward using historical trading data for our common stock, which is more volatile than our peer group. In 2017, we began to use our historical trading price of our common stock; our common stock began trading on our IPO date of December 23, 2010, which provides approximately 7 years of history as December 31, 2017. For options that have time-based vesting, the expected option life was calculated using the simplified method under the accounting standard for stock compensation and a ten-year option expiration; we use the simplified method because we do not yet have adequate history as a public company traded on a U.S. stock exchange to establish a reasonable expected life. For options that have performance-based vesting, the expected life was calculated based on our internal timelines and operating projections. The options granted during the years ended December 31, 2017, 2016 and 2015 had a weighted average grant date fair value of $4.15, $4.48 and $2.40, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2017, 2016 and 2015 was $362,000, $976,000 and $511,000, respectively. For the options and RSUs that vest upon achievement of performance milestones, we record compensation expense for only those milestones that are probable of being achieved. The vest-date fair value of RSUs that vested during the year ended December 31, 2017 and 2016 was $320,000 and $1.3 million, respectively. No RSUs vested in the year ended December 31, 2015. Stock-based compensation arising from employee options and awards under the Plan is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development expense $ (109 ) $ 1,260 $ 1,502 Selling, general and administrative expense 2,156 3,423 1,905 $ 2,047 $ 4,683 $ 3,407 In the years ended December 31, 2017 and 2016, we reversed stock-based compensation of $1.8 million and $163,000, respectively, related to unvested awards for employees that were terminated. As of December 31, 2017, we had approximately $7.3 million of total unrecognized compensation costs related to unvested employee awards that are expected to be recognized over a weighted average period of 1.7 years. Stock Options to Consultants : We account for stock options granted to consultants at their fair value. Under this method, the fair value is estimated at each reporting date during the vesting period using the Black-Scholes option valuation model. The resulting stock-based compensation expense, or income if the fair value declines in a reporting period, is recorded over the consultant’s service period. Fully vested options to purchase 7,500 shares of common stock were granted to consultants during the year ended December 31, 2016. No options were granted to consultants during the years ended December 31, 2017 or 2015. Consultant stock-based compensation expense is recorded to the financial statement line item for which the consultant’s services are rendered. Stock-based compensation expense arising from consultant options is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development expense $ — $ — $ — Selling, general and administrative expense — 40 27 $ — $ 40 $ 27 |