Share Based Awards | (4) Share Based Awards 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 2,200,000 ordinary shares are authorized for issuance under the Presbia Incentive Plan of which approximately 232,741 were available on September 30, 2017 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 2005 Plan, and under the Presbia Incentive Plan awards 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 nine months ended September 30, 2017 and 2016 (in thousands). Three-Months Ended September 30, Nine-Months Ended September 30, 2017 2016 2017 2016 Research and development $ 135 $ 35 $ 377 $ 105 General and administrative 446 405 1,087 1,145 Sales and marketing (17 ) 139 138 289 $ 564 $ 579 $ 1,602 $ 1,539 Options The following table sets forth the Company’s option activity for the nine months ended September 30, 2017: Number of Presbia PLC Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance, January 1, 2017 1,050,000 $ 9.77 — Granted — — — Exercised — — — Forfeited/cancelled/expired (3,500 ) $ 6.21 — Balance, September 30, 2017 1,046,500 $ 9.78 — Vested, September 30, 2017 591,800 $ 9.80 — Non Vested, September 30, 2017 454,700 $ 9.76 — Exercisable, September 30, 2017 591,800 $ 9.80 — 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. 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. A 3% forfeiture rate assumption was applied, which reduced the amount of expense recognized each period anticipating that a portion of all options granted would, more likely than not, be cancelled prior to the dates of its vesting periods. The forfeiture rate is subject to review and may be adjusted based upon experience. The Company did not issue employee options during the three and nine months ended September 30, 2017 and 2016. Non-Employee Options During the three and nine months ended September 30, 2017 and 2016, the Company did not grant options to non-employee consultants and medical advisors. 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 following table: Three-Months Ended September 30, 2017 Three-Months Ended September 30, 2016 Nine-Months Ended September 30, 2017 Nine-Months Ended September 30, 2016 Stock price per share $2.38 -$2.83 $ 4.35 $1.31 -$2.83 $ 4.42 Expected term 7.7 - 7.9 Yrs. 8.6 Yrs. 7.7 - 8.3 Yrs. 8.9 Yrs. Volatility 69.3% - 78.7% 80.1% 69.3% - 85.8% 74.0% Dividends — — — — Risk-free rate 2.2% 1.6% 2.2% - 2.3% 1.6% 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%. Restricted Shares Consistent with the Company’s director compensation policy, the Company’s board of directors approved the grant of 0 and 89,166 restricted ordinary shares of the Company during the three and nine month periods ended September 30, 2017, with a grant date weighted average fair value of $4.51, and a one-year vesting period following the date of grant. The Company granted 49,482 and 65,450 restricted ordinary shares during the three and nine months ended September 30, 2016, respectively. The following table sets forth the Company’s restricted share activity for the nine months ended September 30, 2017: Unvested Number of Shares Weighted Average Fair Value per Share Balance, January 1, 2017 81,682 $ 3.50 Granted 89,166 $ 4.51 Vested (17,145 ) $ 4.51 Forfeited/cancelled — Unvested, September 30, 2017 153,703 $ 4.51 Restricted Share Units During the three and nine months ended September 30, 2017, the Board of Directors approved and granted the award of 10,000 and 97,500 restricted share 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. During the three and nine months ended September 30, 2016, the Board of Directors approved and granted the award of and 102,500 and 785,000 restricted share units, respectively. 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 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. 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 three and nine month periods ended September 30, 2017, approximately $109,000 and $502,000, respectively, was recorded as stock-based compensation related to the RSU Plan. The following table sets forth the Company’s RSU activity for the nine months ended September 30, 2017: Unvested Number of Shares Weighted Average Fair Value per Share Balance, January 1, 2017 719,000 $ 3.10 Granted 97,500 $ 4.24 Vested — — Forfeited/cancelled (72,500 ) 3.0 Unvested, September 30, 2017 744,000 $ 3.26 Unrecognized Share-based Compensation As of September 30, 2017 and 2016, there were $2.5 million and $3.8 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 1.6 and 2.0 years, respectively. Unrecognized compensation expense for the same periods related to restricted shares was $453,000 and $345,000, respectively, and is expected to be recognized over the weighted average vesting periods of 1.5 and 2.8 years, respectively. |