Equity Based Awards | (4) Equity 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 367,591 were available on June 30, 2018 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 for the three and six months ended June 30, 2018 and 2017. The Company recorded a credit of $86,000 and $524,000 as a result of the reversal of stock-based compensation for participants whose relationship with the Company terminated in the three and six months ended June 30, 2018, respectively. Three-Months Ended June 30, Six-Months Ended June 30, 2018 2017 2018 2017 Research and development $ (49 ) $ 126 $ (227 ) $ 242 General and administrative 174 311 175 641 Sales and marketing 30 78 60 155 $ 155 $ 515 $ 8 $ 1,038 Options The following table sets forth the Company’s option activity for the six months ended June 30, 2018: Number of Presbia PLC Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance, January 1, 2018 849,100 $ 9.77 — Granted 365,000 $ 2.38 — Exercised — — — Forfeited/cancelled/expired (71,450 ) $ 9.38 — Balance, June 30, 2018 1,142,650 $ 7.44 — Vested, June 30, 2018 726,150 $ 9.82 — Non Vested, June 30, 2018 416,500 $ 3.27 — Exercisable, June 30, 2018 726,150 $ 9.82 — 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. The Company adopted ASU 2016-09 on January 01, 2018, electing to account for forfeitures when they occur. The Company issued 365,000 and 0 employee options during the three and six months ended June 30, 2018. Options granted in 2018 vest 20% annually over a five-year period and expire 6.75 years from the grant date. The Company did not issue employee options during the three and six months ended June 30, 2017. Non-Employee Options During the three and six months ended June 30, 2018 and 2017, 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 June 30, Six-Months Ended June 30, 2018 2017 2018 2017 Stock price per share $0.85 - $1.13 $1.25 - $1.63 $0.85 - $1.95 $1.25 - $2.51 Expected term 6.6 - 7.1 Yrs. 7.7 - 8.4 Yrs 6.6 - 7.4 Yrs. 7.7 - 8.6 Yrs Volatility 72.9% - 77.3% 79.1% - 83.5% 72.9% - 77.3% 79.1% - 90.0% Dividends — — — — Risk-free rate 2.8% 2.2% 2.6% - 2.8% 2.2% - 2.3% 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 an adjustment to previously recognized expense in the event forfeitures occur. Restricted Shares . The Company awarded 23,255 ordinary shares to the head of the Company’s medical advisory board as compensation for services provided during the six-month period ended June 30, 2018. The number of shares was determined by the closing price of $2.15 on June 29, 2018. The following table sets forth the Company’s restricted share activity for the three and six months ended June 30, 2018: Unvested Number of Shares Weighted Average Fair Value per Share Balance, December 31, 2017 134,367 $ 3.78 Granted 23,255 2.15 Vested (104,731 ) 3.02 Forfeited/cancelled — — Unvested, June 30, 2018 52,891 $ 5.45 Restricted Share Units During the three and six months ended June 30, 2018, the Board of Directors did not award 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 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 are 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. The following table sets forth the Company’s RSU activity for the six months ended June 30, 2018: Unvested Number of Shares Weighted Average Fair Value per Share Balance, December 31, 2017 739,000 $ 2.09 Granted — — Vested — — Forfeited/cancelled (226,000 ) 2.44 Unvested, June 30, 2018 513,000 $ 1.32 Unrecognized Share-based Compensation As of June 30, 2018 and 2017, there were $785,000 and $2,740,000, 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 2.3 and 1.7 years, respectively. Unrecognized compensation expense for the same periods related to restricted shares was $226,000 and $290,000, respectively, and is expected to be recognized over the weighted average vesting periods of 1.8 and 1.5 years, respectively. As of June 30, 2018 and 2017, there was approximately $513,000 and 7,710,000 of unrecognized compensation expense with respect to the RSU’s over a weighted average remaining derived service period of 0.9 and 2.4 years, respectively. |