Share Based Awards | (4) Share Based Awards Equity Issued by Parent Liquidation of Presbia Holdings As described in the Company’s Annual Report on form 10-K for the fiscal year ended December 31, 2015, in May 2015 pursuant to a plan to liquidate the Parent and distribute all of its assets to its ordinary shareholder by August 2015, the shareholders of the Parent approved a plan in which all options and unvested restricted shares outstanding as of May 13, 2015 were to become fully vested immediately, and, in the case of the options, the expiration date of the options were accelerated to June 15, 2015. By November 2015, the Company’s Parent was dissolved, and, as such, no share-based compensation expense was recognized in the three and six months ended June 30, 2016. Options Prior to 2014, the Parent granted options to purchase its ordinary shares to both employees and non-employees of the Company and share-based compensation related to such awards was recognized as expense in the Company’s Consolidated Statements of Operation and Comprehensive Loss for all reported periods including the three and six months ended June 30, 2015. Information regarding awards granted in periods prior to 2014 is available in the Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 2015 and 2014. Restricted Shares No restricted shares were granted by the Parent during the three and six months ended June 30, 2015, and, similarly, as of June 15, 2015, the Parent accelerated vesting of all unvested restricted shares. As of June 30, 2015, there were no unvested restricted shares of the Parent and approximately $104,000 was recognized as incremental stock-based compensation expense due to the acceleration of the vesting dates in the three and six month periods ended June 30, 2015. Unrecognized Share-based Compensation As of June 30, 2015 and 2016, there was no unrecognized stock-based compensation expense related to the awards issued by the Parent Equity Issued by Presbia PLC Presbia Incentive Plan On January 14, 2015, the Company approved a compensation incentive plan (the “Presbia Incentive Plan”). The Presbia Incentive Plan permits the Company to grant awards of options, restricted shares, share appreciation rights, restricted share units, performance shares, performance share units, dividend equivalent rights in respect of awards and other share-based and cash-based awards, including annual and long-term cash incentive awards. A total of 1,800,000 ordinary shares were authorized for issuance under the Presbia Incentive Plan of which approximately 14,889 were available on June 30, 2016 for future grants and awards. Subsequently, on August 4, 2016, the Company’s shareholders approved an amendment to increase the shares authorized for issuance under the Presbia Incentive Plan by 400,000. The exercise price of each option award shall be determined by the Board of Directors (or a committee thereof) at the date of grant in accordance with the terms of the Presbia Incentive Plan awards, and generally vest 20% annually over a five-year period and expire no later than 10 years from the grant date. The Presbia Incentive Plan terminates on January 14, 2025, unless terminated earlier by the board of directors. Awards under the Presbia Incentive Plan may be granted to employees, directors, consultants and other persons who perform services for the Company or a subsidiary of the Company. The following table shows share-based compensation expense based upon all equity awards issued by Presbia PLC included in the Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2016 and 2015. Three-Months Ended June 30, Six-Months Ended June 30, 2016 2015 2016 2015 Research and development $ 103 $ 81 $ 163 $ 107 General and administrative 414 424 729 1,220 Sales and marketing 26 46 67 76 $ 543 $ 551 $ 959 $ 1,403 Options The following table sets forth the Company’s option activity for the six months ended June 30, 2016: Number of Presbia Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance, January 1, 2016 1,084,583 — — Granted — — — Exercised — — — Forfeited/cancelled/expired (17,583 ) $ 8.49 — Balance, June 30, 2016 1,067,000 $ 9.74 — Vested and expected to vest, June 30, 2016 1,030,371 $ 9.76 — Exercisable, June 30, 2016 339,484 $ 9.85 — Employee Options The Company utilizes the Black-Scholes valuation model for estimating the fair value of granted stock options with the following assumptions in addition to the closing price of the Company’s ordinary shares on the date of the grant: (i) the Company estimates the expected term of the option utilizing the simplified method because of its limited history of option exercise activity and its options meet the criteria of a "plain-vanilla" option as defined by the Securities Exchange Commission (ii) due to its limited stock price volatility history, the Company uses a peer group average as permitted under Accounting Standards Codification (“ASC”) 718 consistent with the expected term of the stock option at the time of the grant and (iii) applies a risk-free interest rate based on the U.S. Treasury securities yield consistent with the expected term of the option at the time of the grant. The simplified method calculates the expected term as the average of the weighted average vesting period and contractual terms of the award. The following table presents the grant date assumptions used in the Black-Scholes model for determining the fair value of 0 and 12,500, and 0 and 1,022,500 employee options issued during the three and six months ended June 30, 2016 and 2015, respectively: Three-Months Ended June 30, 2016 Three-Months Ended June 30, 2015 Six-Months Ended June 30, 2016 Six-Months Ended June 30, 2015 Stock price per share — $ 8.67 — $ 8.89 Expected term — 6.5 Yrs. — 5.5 - 6.5 Yrs. Volatility — 84.5% — 76.8% - 84.5% Dividends — — — — Risk-free rate — 1.8% — 1.3% - 1.8% The weighted-average grant date fair values of employee options granted during the three and six months ended June 30, 2015 was $5.71 and $6.98 respectively, per share. For those options granted to employees, stock-based compensation expense was based upon the fair value of the option as of the grant-date and attributed to future reporting periods on a straight-line basis over the vesting period, or the requisite service period. The forfeiture rate, which reduces the amount of expense that is recorded reflecting the anticipated number of options that ultimately will vest in future periods, is subject to review and may be adjusted based upon experience. During 2015 and for the three months ended March 31, 2016, a 5% annualized forfeiture rate was applied. Based upon review of pre-vesting forfeitures, commencing with the second quarter of 2016, the forfeiture rate was reduced to 3%. Non-Employee Options During the three and six months ended June 30, 2016 and 2015, 0 and 54,000, and 0 and 66,500 options, respectively, were granted to non-employee consultants and medical advisors. The following assumptions were used in the Black-Scholes valuation model to determine the option fair values: Three-Months Ended June 30, 2016 Three-Months Ended June 30, 2015 Six-Months Ended June 30, 2016 Six-Months Ended June 30, 2015 Stock price per share $ 4.52 $ 8.22 $ 4.52 $ 8.22 Expected term 9.0 Yrs. 9.9 Yrs. 8.7 - 9.4 Yrs. 9.9 Yrs. Volatility 66.1% 78.8% 66.1% 78.8% Dividends — — — — Risk-free rate 1.5% 2.4% 1.5% 1.9% - 2.4% In contrast to the determination of the fair value of options granted to employees, which are determined based upon the grant-date assumptions and applying the Black-Scholes model, the fair values for non-employee options and the related stock-based compensation expense are remeasured each financial reporting period based upon the assumptions applicable on the dates in which the financial statements are prepared, which are disclosed in the preceding table. Because the performance criteria of these grants is based solely upon a requisite service period, but are subject to forfeiture if the service conditions are not met, stock-based compensation expense is determined by a straight-line attribution of the remeasured expense (mark-to-market) over the requisite service period subject to a forfeiture rate of 3%. As described in the preceding section, the annualized forfeiture rate was reduced from 5% to 3%. Restricted Shares On January 19, 2016, the Company’s board of directors approved a grant of 15,968 restricted ordinary shares of the Company, with a grant date value of $5.01 and a five-year vesting period consisting of 20% on each annual anniversary date commencing one-year following the date of grant, to Dr. Gerald Farrell upon joining the board. No additional restricted share awards were granted during the six-month period ended June 30, 2016. During the three and six month periods ended June 30, 2015, 0 and 9,270 The following table sets forth the Company’s restricted share activity for the three and six months ended June 30, 2016 and 2015: Unvested Number of Shares Weighted Average Fair Value per Share Balance, December 31, 2015 20,289 Granted 15,968 $ 5.01 Vested (1,854 ) $ 8.63 Forfeited/cancelled — Unvested, June 30, 2016 34,403 $ 6.51 Vested and expected to vest, June 30, 2016 32,549 $ 6.68 Vested, June 30, 2016 3,708 $ 8.63 Restricted Share Units On April 28, 2016, the Board of Directors approved the award of 682,500 restricted share units (“RSU” or “RSU’s” or “RSU Plan”) to officers and employees in accordance with the guidelines provided by the Presbia Incentive Plan, which includes a provision that that recipient must be employed as a condition of vesting. Generally, under an RSU program, an entity will issue new shares of its common stock, at a future date subject to a plan expiration date, to recipients of RSU’s, if and when, some or all, stated objectives under the plan are met. The Presbia RSU Plan authorizes the issuance of 20% of each recipient’s total RSU award for the first occurrence that the closing price of the Company’s ordinary shares exceed, for a period of 20 consecutive business days, price thresholds of $10.00, $15.00, $20.00, $25.00 and $30.00, respectively. The RSU Plan also provides for a one-year “wait” or service period prior to any vesting permitted under the plan. The RSU Plan has a seven-year expiration period following the date of the grant. Fair value of the 682,500 RSU’s awarded on April 28, 2016 was determined using a Monte Carlo Simulation (“MCS”) methodology, which considers the separate probabilities that each of the price thresholds or market conditions will be achieved under the RSU Plan guidelines. Each probability is weighted by its respective price threshold, or its intrinsic value, which provides the basis for an aggregate fair value of approximately $2,016,000, or a weighted average fair value of $2.95 per RSU. The Company used the following key inputs in determining the fair value using the MCS model: (i) the volatility of the entity’s common stock and (ii) the closing price of the entity’s stock as of the measurement date of the RSU award. The volatility of the Company’s stock and the closing price as of April 28, 2016 was approximately 83.9% and $3.85, respectively. In accordance with GAAP, the Company recognizes as stock-based compensation expense, using a straight-line attribution method, the aggregate fair value of $2,016,000 over future periods based upon the respective derived service periods and fair values for each of the price thresholds as provided by the MCS model. A 3% forfeiture rate was applied to account for future cancellations and forfeitures. During the three and six months ended June 30, 2016, approximately $110,000 was recorded as stock-based compensation related to the RSU Plan. No such expense was recognized in the same periods in 2015. As of June 30, 2016, 680,000 RSU’s were outstanding with none vested. Unrecognized Share-based Compensation As of June 30, 2016 and 2015, there were $4.0 million and $5.5 million, respectively, of unrecognized compensation expense related to employee and non-employee options of the Company, which collectively is expected to be recognized by the Company over the weighted average vesting period of 3.4 and 4.0 years, respectively. Unrecognized compensation expense for the same periods related to restricted shares was $177,000 and $151,000, respectively, and is expected to be recognized over the weighted average vesting periods of 4.3 and 4.7 years, respectively. As of June 30, 2016, there was approximately $1.7 million of unrecognized compensation expense with respect to the RSU’s granted in April 2016 over a weighted average remaining derived service period of 3.3 years. |