Stock-based Compensation | Stock-based Compensation Equity Incentive Plans Our equity incentive plans are broad-based, long-term programs intended to attract, motivate, and retain talented non-employee directors, officers, and employees and to align their interests with stockholders. As of June 30, 2015, the Company had the following equity incentive plans: 2015 Omnibus Equity Incentive Plan In June 2015, the Company adopted the 2015 Omnibus Equity Incentive Plan (the "2015 Plan"). The 2015 plan allows for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards, performance share awards, cash-based awards, and other stock-based awards to eligible individuals. As of June 30, 2015, no awards had been made under the 2015 Plan. A total of 1,225,539 shares of our common stock were available for issuance under the 2015 Plan as of June 30, 2015. In addition, the 2015 Plan contains an “evergreen” provision allowing for an annual increase in the number of shares of our common stock available for issuance under the 2015 Plan on January 1 of each year during the period beginning January 1, 2016 and ending on (and including) January 1, 2025. The annual increase in the number of shares will be equal to four percent ( 4% ) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; provided, however, that our board of directors is authorized to act prior to the first day of any calendar year to determine if the increase will be a lesser number of shares of common stock than would otherwise occur. Employee Stock Purchase Plan In June 2015, the Company adopted an Employee Stock Purchase Plan (the "ESPP"). The ESPP is designed to allow our eligible employees to purchase shares of our common stock with accumulated payroll deductions of up to 15% , subject to a purchase limitation of the lesser of 5,000 shares per offering period or $25 thousand in fair market value of shares of common stock (determined at the time the option to purchase shares under the ESPP is granted) per annual period. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and is administered by the compensation committee of the Board of Directors (the "Compensation Committee"). The first offering period under the ESPP began on July 1, 2015 and concludes on December 31, 2015. 2013 Incentive Unit Plan In January 2013, the Company adopted the 2013 Incentive Unit Plan (the "2013 Plan"). The 2013 plan allowed for the granting of incentive unit awards to employees, non-employee directors, and consultants. No new awards may be made under the 2013 Plan subsequent to our corporate conversion on June 4, 2015; however, 579,869 shares of restricted stock granted under the plan are outstanding as of June 30, 2015 and continue to vest pursuant to the terms of their original award agreements. 2010 Peer Medical Ltd. Israeli Share Option Plan In 2012, one of our predecessors adopted the Peer Medical Ltd. 2010 Israeli Share Option Plan, or 2010 Share Option Plan. In 2013, in connection with our acquisition of Peer Medical, we assumed the 2010 Share Option Plan. No new awards may be made under the 2010 Share Option Plan subsequent to January 4, 2013; however, stock options granted under the plan prior to this date continue to vest or remain outstanding until their original expiration date. 2007 Stock Incentive Plan In December 2007, one of our predecessors adopted the EndoChoice, Inc. 2007 Stock Incentive Plan (the "2007 Plan"). The 2007 Plan, as amended and restated, was assumed by the Company in January 2013. No new awards may be made under the 2007 Plan subsequent to January 4, 2013; however, stock options granted under the plan prior to this date continue to vest or remain outstanding until their original expiration date. Stock Options Following is a summary of stock option activity for the six months ended June 30, 2015: Number of Options Weighted average exercise price Weighted average remaining contractual term Outstanding at December 31, 2014 341,345 $ 2.30 5.2 years Granted — Exercised (25,197 ) 3.02 Forfeited (1,130 ) 3.32 Outstanding at June 30, 2015 315,018 2.25 4.6 years Vested and exercisable at June 30, 2015 315,018 2.25 We estimate the fair value of stock options at the grant date using the Black-Scholes-Merton option pricing model. No stock options have been granted since 2012. As of June 30, 2015, there was $3 of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted average period of three months. Restricted Stock Following is a summary of the restricted stock activity for the six months ended June 30, 2015: Number of Restricted Stock Shares Unvested at December 31, 2014 715,577 Granted 149,086 Vested (274,808 ) Forfeited (9,986 ) Unvested at June 30, 2015 579,869 As of June 30, 2015, total unrecognized compensation cost related to the restricted stock shares was $1,664 , net of estimated forfeitures, which is expected to be recognized over a weighted-average period of 2.5 years. Estimated Grant Date Fair Values All restricted stock outstanding as of June 30, 2015 relate to grants made prior to our initial public offering. As such, the Company estimated the underlying grant-date fair values of the restricted stock shares using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide") . For grants made prior to April 2015, the Company utilized the option pricing method (“OPM"), an accepted valuation method under the AICPA Practice Guide. The OPM values each equity class by creating a series of call options on the equity value, with exercise prices based on the liquidation preferences, participation rights, and strike prices of derivatives. Prior to starting preparations for the Company’s IPO, the OPM was utilized because the Company could not reasonably estimate the form and timing of potential liquidity events. For grants made during the second quarter of 2015, including for determining changes in grant-date fair values associated with the modification discussed below, the Company completed a valuation of its equity utilizing the probability-weighted expected return method (“PWERM”) as outlined in the AICPA Practice Aid. The company utilized the PWERM because it could reasonably estimate the form and timing of a potential liquidity event, as preparations for the Company’s IPO had commenced. Under the PWERM valuation method, the per share value of equity is estimated based upon the probability-weighted present value of expected future equity values under various possible future liquidity event scenarios. Modification All holders of shares of restricted stock of EndoChoice as of June 30, 2015 originally held incentive units of ECPM Holdings, LLC prior to the corporate conversion discussed in Note 1. On May 7, 2015, the terms of the incentive unit awards were modified to provide for the exchange of unvested incentive units for unvested shares of restricted stock upon consummation of the corporate conversion. Under the original terms of the incentive award agreements, unvested incentive units were to be cancelled and forfeited upon a liquidity event. In accordance with the provisions of Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation, the aforementioned change of terms resulted in a modification of the vesting terms for unvested incentive units and re-measurement of fair value for purposes of determining stock-based compensation expense. As a result of the modification, total unrecognized compensation cost for incentive unit grants to 55 employees and non-employee directors increased from $2,353 to $5,160 , net of estimated forfeitures. Approximately $1,952 of the incremental compensation cost was included in the $3,501 non-cash charge for stock-based compensation recognized in the condensed consolidated statements of comprehensive loss during the three and six months ended June 30, 2015. Stock-based Compensation Expense Stock-based compensation expense is recorded within the operating expense captions in the condensed consolidated statements of comprehensive loss based on the employees receiving the awards. We recognized stock-based compensation expense as follows during the three and six months ended June 30, 2014 and 2015: Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Cost of revenues $ — $ 101 $ — $ 101 Research and development 1 516 2 517 Sales and marketing 1 420 2 421 General and administrative 3 2,459 6 2,462 Total $ 5 $ 3,496 $ 10 $ 3,501 Stock-based compensation expense during the three and six months ended June 30, 2015 includes $3,496 of previously unrecognized compensation cost for restricted stock grants that vested in connection with our initial public offering, or IPO, discussed in Note 1. The restricted stock grants contain vesting criteria based on both service ( four years) and performance (the achievement of a minimum valuation threshold upon a liquidity event or initial public offering). The minimum valuation threshold was achieved in connection with our IPO. |