Stock-Based Awards | 1 4 . Stock-Based Awards 2010 Equity Incentive Plan In 2010, the Company’s Board of Directors adopted the 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan provide d for the Company to sell or issue common stock or restricted common stock and to grant incentive stock options or nonqualified stock options for the purchase of common stock with a maximum term of ten years to employees, members of the Board of Directors and consultants of the Company. With the adoption and approval of the 2013 Incentive Award Plan (the “2013 Plan”) , no further awards will be granted from the 2010 plan. The 2010 Plan permits the exercise of stock options granted under the plan before the options are fully vested. If a stock option is early exercised in this circumstance, the issued common stock is subject to restrictions on the sale or transfer by the holder that lapse according to the vesting terms of the early-exercised stock option. Unvested shares may not be sold or transferred by the holder. In the event of termination of the holder’s employment, any unvested shares received upon early exercise are subject to repurchase by the Company, typically at the lesser of (1) the original purchase price per share or (2) the fair value of the common share on the date of termination. During the year ended December 31, 2012, the Company granted three restricted stock awards under the 2010 Plan that were subject to repurchase at the greater of (1) the original purchase price per share or (2) the fair value of the common share on the date of termination. Only one of these three restricted stock awards remain outstanding as of December 31, 2015. Under the 2010 Plan, the Company has 90 days from the effective termination of the holder’s employment or service to repurchase unvested shares that are issued upon the exercise of a stock award prior to its vesting. If, after 90 days, the Company elects not to repurchase these unvested shares, the shares become vested in full. The Company would then apply modification accounting and any resulting compensation expense would be immediately recognized related to the award. Upon vesting, these shares would be considered issued and out standing shares of common stock for accounting purposes. Stock Options At the year ended December 31, 201 5 , 71,459 shares of restricted common shares issued due to early exercises were unvested and subject to repurchase. Early exercise is not considered an exercise for accounting purposes and, therefore, any payment for unvested shares is recognized as a liability at the original exercise price. As of December 31, 201 5 and 201 4 , the liability related to the early exercise of awards was $30 and $76 , respectively, and was recorded in other current liabilities and other long-term liabilities. During the year ended December 31, 201 3 , the Company repurchased 33,447 unvested shares from terminated employees. No early exercised stock option shares were repurchased by the Company during the year s ended December 31, 201 5 and 2014 . A ctivity related to stock option s for the year ended December 31, 201 5, was as follows : WEIGHTED SHARES WEIGHTED AVERAGE ISSUABLE AVERAGE REMAINING AGGREGATE UNDER EXERCISE CONTRACTUAL INTRINSIC OPTIONS PRICE TERM VALUE (IN YEARS) Outstanding as of December 31, 2014 170,466 $ 1.71 8.05 $ 2,746 Granted — — Exercised (57,652) 0.43 Forfeited (26,324) 0.45 Expired — — Outstanding as of December 31, 2015 86,490 $ 2.95 7.09 $ 228 Options vested and expected to vest as of December 31, 2015 85,385 $ 2.92 7.09 $ 227 Options exercisable as of December 31, 2015 86,213 $ 2.94 7.09 $ 228 No stock options were granted in 2015 and 2014, for the year ended December 31, 2013, the weighted average grant date fair value of stock options granted was $ 2.48 . Fo r the years ended December 31, 201 5 , 201 4 , and 201 3 , the total intrinsic value of options exercised was $786 , $871 and $4,840 , respectively. For the years ended December 31, 201 5 , 201 4 and 201 3 the total fair value of awards vested during the period was $140 , $765 and $98 , respectively. The Company received cash proceeds of $25 , $19 and $153 from the exercise of stock options for the years ended December 31, 201 5, 2014 and 201 3 , respectively, of which $0 , $0 and $97 were from the early exercise of stock options, respectively. During 2014, there were three awards subject to modification accounting under ASC 718-20-35-3 through 35-4. Per terms of separation with a former employee, all unvested shares of restricted stock held by the employee became fully vested upon the employee’s employment termination. In addition, six months of accelerated vesting was granted for the former employee’s two stock option awards. As the employee would have forfeited the unvested awards upon termination according to the awards’ original terms, the awards would not be expected to vest under the original vesting conditions. The accelerated/full vesting of the unvested awards resulted in a Type III modification. The incremental fair value was equal to the fair value of the awards on the modification date. This amount was recognized immediately as the awards did not require further service. The incremental expense for the stock option awards and restricted stock award was $ 327 and $ 649 , respectively. During August 2013, the Company modified two stock option awards granted to the Company’s former President, for the purchase of 269,817 shares of common stock in the aggregate. The modifications included the expiration of options to purchase 9,228 shares of common stock, and extended the expiration date of options from August 9, 2013 to January 31, 2014 . No additional stock - based compensation expense was recognized as a result of this modification. Restricted Common Stock The Company’s 2010 Plan provide d for the award of restricted common stock. The Company has granted restricted common stock with time-based vesting conditions. Unvested shares of restricted common stock may not be sold or transferred by the holder. These restrictions lapse according to the time-based vesting. During the year ended December 31, 201 3 , the Company issued 76,496 shares of restricted common stock for no proceeds. The vesting of these awards is time-based, with terms between two and four years. A ctivity related to restricted stock for the year ended December 31, 201 5, was as follows : WEIGHTED AVERAGE GRANT SHARES DATE FAIR VALUE Unvested restricted common stock as of December 31, 2014 91,334 $ 0.94 Restricted common stock issued — — Restricted common stock vested (54,256) 0.37 Restricted common stock forfeited — — Unvested restricted common stock as of December 31, 2015 37,078 $ 0.36 No restricted stock was granted in 2015 and 2014 . F or the year ended December 31, 2013, the weighted average grant date fair value of restricted stock granted was $2.59 . For the years ended December 31, 2015, 2014 and 2013 , the total fair value of restricted shares vested was $731 , $2,615 and $2,257 , respectively. As of December 31, 2015, 2014 and 2013, 37,078 , 91,334 and 237,740 shares of common stock related to restricted stock awards were unvested and subject to repurchase, respectively. 2013 Incentive Award Plan In 2013, the Company’s Board of Directors adopted and stockholders approve d the 2013 Plan which became effective upon the day prior to the effective date of the Company’s initial public offering. The 2013 Plan currently allows for the issuance of up to 3,222,298 shares of common stock, plus any additional shares represented by the 2010 Plan that are forfeited or lapse unexercised. The number of shares of common stock that may be issued under the plan is also subject to an annual increase on January 1 st of each calendar year beginning in 2014 and ending in 2023, equal to the lesser of (i) 1,203,369 shares, (ii) 4% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (iii) and amount determined by the Board of Directors. As of December 31, 2015, there were 847,103 shares available for future grant under the 2013 Plan. On January 1, 2016 , the annual increase was determined to be 1,203,369 . The 2013 Plan is administered by the Compensation Committee of the Board of Directors , which selects the individuals eligible to receive awards, determines or modifies the terms and condition of the awards granted, accelerates the vesting schedule of any award and generally administers and interprets the 2013 Plan. The 2013 Plan permits the granting of incentive and nonqualified stock options, with terms of up to ten years and the granting of restricted stock, restricted stock units, performance stock awards, dividend equivalent rights, stock payments (i.e. unrestricted stock), cash bonuses and stock appreciation rights to employees, consultants, and non-employee directors. Stock Options D uring the year ended December 31, 201 5 , the Company granted under the 2013 Plan stock options for the purchase of 523,350 shares of common stock to certain employees and non-employee directors. The vesting conditions for most of these awards are time-based, and the awards typically vest 25% after one year and monthly thereafter for the next 36 months. Awards typically expire after 10 years. Activity related to stock options for the year ended December 31, 2015, was as follows: WEIGHTED SHARES WEIGHTED AVERAGE ISSUABLE AVERAGE REMAINING AGGREGATE UNDER EXERCISE CONTRACTUAL INTRINSIC OPTIONS PRICE TERM VALUE (IN YEARS) Outstanding as of December 31, 2014 1,481,866 $ 17.13 8.96 $ 3,835 Granted 523,350 16.14 Exercised (32,761) 8.76 Forfeited (182,945) 18.96 Expired (61,311) 23.55 Outstanding as of December 31, 2015 1,728,199 $ 16.57 8.31 $ — Options vested and expected to vest as of December 31, 2015 1,642,972 $ 16.59 8.31 $ — Options exercisable as of December 31, 2015 610,406 $ 16.54 7.88 $ — For the years ended December 31, 2015, 2014 and 2013, the weighted average grant date fair value of stock options granted was $10.09 , $ 12.84 and $ 9.16 , respectively . For the years ended December 31, 2015, 2014 and 2013, the total intrinsic value of options exercised was $267 , $ 214 and $0 (no exercises occurred), respectively. For the years ended December 31, 2015, 2014 and 2013, the total fair value of awards vested during the period was $5,660 , $ 1,888 and $ 0 (no awards vested) , respectively. The Company received cash proceeds of $287 , $ 206 and $ 0 (no exercises occurred) from the exercise of stock options for the years ended December 31, 2015, 201 4 and 201 3 , respectively . Restricted Common Stock The Company’s 2013 Plan provides for the award of restricted common stock. The Company has granted restricted common stock typically with time-based vesting conditions, having terms of between several months and four years. The awards granted in 2015 to executives and non-executives typically vest in three annual installments of 33.3% each year for three years. In 2016, the vesting conditions for executive awards changed so that the awards vest in 12 quarterly installments of 8.33% per quarter for three years, similar to the vesting conditions for executive awards in 2014. Awards granted to consultants typically vest in accordance with the expected term length of the consulting arrangement. Unvested shares of restricted common stock may not be sold or transferred by the holder. These restrictions lapse according to the time-based vesting. A ctivity related to restricted stock for the year ended December 31, 201 5, was as follows : WEIGHTED AVERAGE GRANT SHARES DATE FAIR VALUE Unvested restricted common stock as of December 31, 2014 277,844 $ 16.92 Restricted common stock issued 230,400 17.14 Restricted common stock vested (151,131) 15.85 Restricted common stock forfeited (23,850) 14.00 Unvested restricted common stock as of December 31, 2015 333,263 $ 17.77 For the years ended December 31, 2015, 2014 and 2013, the weighted average grant date fair value of restricted common stock granted was $17.14 , $ 16.73 and $18.91 , respectivel y. For the years ended December 31, 2015, 2014 and 2013, the total fair value of restricted common stock vested was $1,893 , $94 and $25 , respectively. The Company received no proceeds for any of the restricted common stock granted during the years ended December 31, 2015, 2014 and 2013. Stock-Based Compensation The fair value of each stock option award is estimated using the Black-Scholes option-pricing model. Prior to 2014, due to the lack of company- specific historical and implied volatility information the Company estimated its expected volatility based on the historical volatility of the Company’s publicly-traded peer companies. Beginning in the first quarter of 2014, the Company began to base expected volatility on historical volatility of the Company’s common stock, as adequate historical data regarding the volatility of the Company’s common stock price had become available . The expected term of the Company’s stock options has been determined utilizing the “simplified” method as the Company has insufficient historical experience for option grants overall, rendering existing historical experience irrelevant to expectations for current grants. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The relevant data used to determine the value of the stock option grants, presented on a weighted average basis , was as follows : YEAR ENDED DECEMBER 31, 2015 2014 2013 Risk-free interest rate 1.38 % 1.88 % 1.59 % Expected term (in years) 6.1 6.1 6.1 Expected volatility 70 % 84 % 66 % Expected dividend yield — % — % — % Compensation expense related to restricted stock granted to employees and non-employee directors is equal to the excess, if any, of the fair value of the Company’s common stock on date of grant over the original purchase price per share, multiplied by the number of shares of restricted common stock issued for employees. Compensation expense related to restricted stock granted to non-employee s is equal to the excess, if any, of the fair value of the Company’s common stock on date of vesting over the original purchase price per share, multiplied by the number of shares of restricted common stock vesting. The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods. The Company recorded stock-based compensation expense related to stoc k options and restricted stock as follows: YEAR ENDED DECEMBER 31, 2015 2014 2013 Research and development $ 1,646 $ 1,611 $ 419 Cost of product sales 118 48 — Selling, general and administrative 6,828 5,471 606 $ 8,592 $ 7,130 $ 1,025 As of December 31, 2015, t he Company had an aggregate of $10,372 and $4,570 of unrecognized stock-based compensation expense for options outstanding and restricted stock awards, respectively, which is expected to be recognized over 2.37 years and 1.68 years, respectively . |