Stock Options | (10) Stock Options Share Based Awards Equity Issued by Parent Liquidation of Presbia Holdings 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 year ended December 31, 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 year ended December 31, 2015. As of December 31, 2015, there were no options outstanding to purchase the Parent’s ordinary shares, as the expiration of the options were accelerated to June 15, 2015. As a result of the acceleration of the vesting dates of these options, incremental stock-based compensation expense was recognized in the amount of approximately $21,000. Restricted Shares No restricted shares were granted by the Parent during the year ended December 31, 2015, and, similarly, as of June 15, 2015, the Parent accelerated vesting of all unvested restricted shares. As of December 31, 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 year ended December 31, 2015. Unrecognized Share-based Compensation As of December 31, 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 stock 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 2,200,000 ordinary shares were authorized for issuance under the Presbia Incentive Plan of which approximately 343,407 were available on December 31, 2016 for future grants and awards. 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 years ended December 31, 2016 and 2015. Year Ended December 31, 2016 2015 Research and development $ 259 $ 223 General and administrative 1,549 1,762 Sales and marketing 363 165 $ 2,171 $ 2,150 Options The following table sets forth the Company’s option activity for the year ended December 31, 2016: Number of Presbia PLC Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance, January 1, 2016 1,084,583 $ — — Exercised — $ — — Forfeited/cancelled/expired (34,583 ) $ 8.46 — Balance, December 31, 2016 1,050,000 $ 9.77 — Vested, December 31, 2016 339,732 $ 9.81 — Unvested, December 31, 2016 710,268 $ 9.74 — Exercisable, December 31, 2016 339,732 $ 9.81 — 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 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 1,032,500 employee options issued during the years ended December 31, 2016 and 2015, respectively: Year Ended December 31, 2016 2015 Stock price per share $ — $4.39 - $10.00 Term — 5.5 - 6.5 Yrs. Volatility — 69.8% - 84.6% Dividends — — Risk-free rate — 1.3% - 2.0% The weighted-average grant date fair values of employee options granted during the years ended December 31, 2016 and 2015 was $0 and $6.74 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 years ended December 31, 2016 and 2015, 0 and 78,000 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: Year Ended December 31, 2016 2015 Stock price per share $2.50 -$3.49 $ 5.26 Expected term 8.2 - 9.3 Yrs. 9.2 - 9.9 Yrs. Volatility 66.1% - 92.6% 75.8% - 78.8% Dividends — — Risk-free rate 1.4% - 2.5% 2.3% 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 Consistent with the Company’s director compensation policy, the Company’s board of directors approved the grant of 65,450 restricted ordinary shares of the Company during the year ended December 31, 2016, with a grant date weighted average fair value of $3.50, a five-year vesting period consisting of 20% on each annual anniversary date commencing one-year following the date of grant. The following table sets forth the Company’s restricted share activity for the year ended December 31, 2016: Unvested Number of Shares Weighted Average Fair Value per Share Balance, December 31, 2015 20,289 $ — Granted 65,450 $ 3.50 Vested (4,057 ) $ 3.50 Forfeited/cancelled — $ — Unvested, December 31, 2016 81,682 $ — Restricted Stock Units During the year ended December 31, 2016, the Board of Directors approved the award of 787,500 restricted stock units (“RSU” or “RSU’s” or “RSU Plan”), respectively, to officers and employees in accordance with the guidelines provided by the Presbia Incentive Plan, which includes a provision that the recipient must be employed as a condition of vesting. 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 RSU’s awarded were determined using a 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. 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. In accordance with GAAP, the Company recognizes as stock-based compensation expense, using a straight-line attribution method, the aggregate fair value 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 year ended December 31, 2016, approximately $467,000 was recorded as stock-based compensation related to the RSU Plan. No such expense was recognized in the same periods in 2015. During the year ended December 31, 2016, 787,500 restricted stock unit were granted to new employees. The following table sets forth the Company’s RSU activity for the year ended December 31, 2016: Unvested Number of Weighted Average Fair Shares Value per Share Balance, December 31, 2015 — $ — Granted 787,500 $ 3.07 Vested — $ — Forfeited/cancelled (68,500 ) $ 2.84 Unvested, December 31, 2016 719,000 $ 3.10 As of December 31, 2016, 719,000 RSU’s were outstanding with none vested. Unrecognized Share-based Compensation As of December 31, 2016 and 2015, there were $3.4 million and $4.6 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 2.0 and 3.7 years, respectively. Unrecognized compensation expense for the same periods related to restricted shares was $0.3 million and $0.1 million, respectively, and is expected to be recognized over the weighted average vesting periods of 2.6 and 4.4 years, respectively. As of December 31, 2016, there was approximately $1.5 million of unrecognized compensation expense with respect to the RSU’s over a weighted average remaining derived service period of 2.2 years. |