STOCK-BASED COMPENSATION | NOTE 9—STOCK-BASED COMPENSATION On August 18, 2016, the Company's Board of Directors adopted the Amended and Restated PetroShare Corp. Equity Incentive Plan (the "Plan"), which replaced and restated the Company's original equity incentive plan. The Plan terminates by its terms on August 17, 2026. Among other things, the Plan increased the number of shares of common stock reserved for issuance thereunder from 5,000,000 to 10,000,000 shares. The Company's shareholders approved the Plan at the Company's annual meeting of shareholders on September 8, 2016. During the nine months ended September 30, 2016, the Board of Directors granted non-qualified options to employees, directors and consultants of the Company under the Plan to acquire 2,275,000 shares of PetroShare's common stock. A summary of activity under the Plan through September 30, 2016 is as follows: Number of Weighted Weighted Outstanding, December 31, 2015 $ Exercisable, December 31, 2015 $ Granted Exercised — — — Forfeited — — — Outstanding, September 30, 2016 $ Exercisable, September 30, 2016 $ Activity under the Plan for the nine months ended September 30, 2016 is as follows: On January 28, 2016, the Company issued 875,000 options to purchase its common stock in connection with the employment of its Chief Operating Officer. The options are exercisable at a price of $1.00 per share and expire on December 31, 2022. The option vests as follows: (i) 125,000 upon the date of grant, and (ii) 750,000 on January 1, 2017, provided that the optionee has been continuously employed by the Company up to that date. The options are subject to the terms and conditions of the Plan and a stock option agreement. On April 12, 2016, the Company issued 250,000 options to purchase its common stock in connection with the hiring of the Company's Vice President of Land. The option vests as follows: (i) 50,000 on the date of grant; (ii) 100,000 on April 15, 2017; and (iii) 100,000 on April 15, 2018, provided that the optionee has been continuously employed by the Company up to each vesting date. The options are exercisable at a price of $0.80 per share and expire on April 15, 2021. The options are subject to the terms and conditions of the Plan and a stock option agreement. On May 4, 2016, the Company issued 50,000 options to purchase its common stock in connection with the addition and appointment of two members of the Company's the Board of Directors (Note 11). The options vested on the date of the grant. The options are exercisable at a price of $1.10 per share and expire on December 31, 2022. The options are subject to the terms and conditions of the Plan and a stock option agreement. On July 5, 2016, the Company issued 25,000 options to purchase its common stock in connection with the addition and appointment of one member of the Company's Board of Directors (Note 11). The options vested on the date of grant. The options are exercisable at a price of $1.60 per share and expire on December 31, 2022. The options are subject to the terms and conditions of the Plan and a stock option agreement. On July 5, 2016, the Company issued 25,000 options to purchase its common stock in connection with the hiring of the Company's senior lease analyst. The option vests as follows: (i) 12,500 on the one-year anniversary of the date of grant; and (ii) 12,500 on the second anniversary of the date of grant, provided that the optionee has been continuously employed by the Company up to each vesting date. The options are exercisable at a price of $1.60 per share and expire on July 5, 2021. The options are subject to the terms and conditions of the Plan and a stock option agreement. On August 19, 2016, the Company issued 800,000 options to purchase its common stock in connection with the execution of a consulting agreement with an investor relations consultant. The option vests as follows: (i) 100,000 on the six-month anniversary of the date of grant; (ii) 100,000 on the one-year anniversary of the date of grant; (iii) in the event the Company and the optionee enter into an employment agreement during the term of the consulting agreement, the option shares in (i) and (ii) above shall vest immediately upon the effective date of the employment agreement if not previously vested; (iv) 300,000 on the one-year anniversary of the employment agreement; and (v) 300,000 on the second anniversary of the employment agreement, each so long as the optionee remains an employee of the Company. The options are exercisable at a price of $1.40 per share and expire on August 19, 2021. The options are subject to the terms and conditions of the Plan and a stock option agreement. The fair value of each share-based award was estimated on the date of the grant using the Black-Scholes pricing model that incorporates key assumptions including volatility, dividend yield and risk-free interest rates. As PetroShare's common stock has limited historical trading data, the expected stock price volatility is based primarily on the historical volatility of a group of publicly-traded companies that share similar operating metrics and histories. The expected term of the awards represents the period of time that management anticipates awards will be outstanding. As there was insufficient historical data available to ascertain a forfeiture rate, the plain vanilla method was applied in calculating the expected term of the options. The risk-free rates for the periods within the contractual life of the options are based on the US Treasury bond rate in effect at the time of the grant for bonds with maturity dates at the expected term of the options. PetroShare has never paid dividends on its common stock and currently does not intend to do so, and as such, the expected dividend yield is zero. Compensation expense related to stock options was recorded net of estimated forfeitures, which for options remaining at December 31, 2016, the Company expects no additional forfeitures. The table below summarizes assumptions utilized in the Black-Scholes pricing model for nine-month period ended: September 30, Expected option term—years 1.5 - 2.5 Weighted-average risk-free interest rate 1.22 - 1.31% Expected dividend yield 0 Weighted-average volatility 201 - 214% Forfeiture rate 0 During the three and nine months ended September 30, 2016, the Company recorded share-based compensation of $378,870 and $1,093,854, respectively. Share-based compensation in the comparable prior periods, was $80,685 and $80,685, respectively. Unvested share-based compensation at September 30, 2016 amounted to $1,124,654. |