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. For the year ended December 31, 2015, the Company made new grants under 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. It is the Company's policy that before stock is issued through the exercise of stock options, the Company must first receive all required cash payment for such shares. Upon the exercise of options, the Company issues new common stock from its authorized shares. A total of 1,260,664 shares of our common stock were reserved for issuance under the 2015 Plan. As of December 31, 2015, 578,713 stock options and 649,067 shares of restricted stock have been granted under the 2015 Plan. 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 31 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% of eligible compensation, subject to a purchase limitation of the lesser of 5,000 shares per offering period or $25 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 first offering period under the ESPP began on July 1, 2015 and concluded on December 31, 2015. During the year ended December 31, 2015, 55,076 shares of common stock were issued under the ESPP, and $165 of stock-based compensation expense was recognized related to the ESPP. 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. Incentive units were converted to 274,808 shares of common stock and 579,869 shares of restricted stock upon the Company's corporate conversion discussed in Note 1. Of the 579,869 shares of restricted stock, 149,086 were related to incentive unit awards granted during 2015. No new awards may be made under the 2013 Plan subsequent to the Company's corporate conversion on June 4, 2015; however, 497,323 shares of restricted stock granted under the plan are outstanding as of December 31, 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 year ended December 31, 2015: Number of Options Weighted average exercise price Weighted average remaining contractual term Aggregate Intrinsic Value Outstanding at December 31, 2014 341,345 $ 2.30 5.2 years Granted 578,713 15.89 Exercised (41,455 ) 8.11 Forfeited (30,203 ) 15.54 Outstanding at December 31, 2015 848,400 11.10 7.7 years $ 1,804 Vested and expected to vest at December 31, 2015 781,400 10.70 7.5 years 1,804 Vested and exercisable at December 31, 2015 304,745 $ 2.58 4.2 years $ 1,804 We estimate the fair value of stock options at the grant date using the Black-Scholes-Merton option pricing model. The weighted-average grant-date fair value of stock options granted for the year ended December 31, 2015 was $6.38 . No stock options were granted during the years ended December 31, 2014 and 2013. As of December 31, 2015, there was $2,953 of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted average period of 3.6 years . The aggregate pre-tax intrinsic value of stock options exercised during the years ended December 31, 2015, 2014, and 2013 was $456 , $326 , and $38 , respectively. Cash received for options exercised during the years ended December 31, 2015, 2014, and 2013 was $96 , $5 , and $135 , respectively. Restricted Stock Following is a summary of the restricted stock activity for the year ended December 31, 2015: Number of Restricted Stock Shares Weighted-Average Grant-Date Fair Value Unvested at December 31, 2014 715,577 $ 3.28 Granted 798,153 15.92 Vested (366,722 ) 4.33 Forfeited (63,215 ) 11.14 Unvested at December 31, 2015 1,083,793 $ 12.39 For years ended December 31, 2015, 2014 and 2013, the weighted average grant date fair value of shares granted was $15.92 , $5.53 , and $2.69 , respectively. For the years ended December 31, 2015, the total fair value of restricted stock vested was $5,339 . No shares of restricted stock vested in 2014 and 2013. As of December 31, 2015, total unrecognized compensation cost related to restricted stock shares was $9,464 , net of estimated forfeitures, which is expected to be recognized over a weighted-average period of 3.1 years . Estimated Grant Date Fair Values The Company estimated the grant-date fair values of restricted stock grants made after the initial public offering on June 5, 2015 based on the adjusted closing price of EndoChoice Holdings, Inc. common shares on the respective grant dates. For grants made prior to our initial public offering, 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 during the second quarter of 2015, including for determining changes in grant-date fair values associated with the modification that occurred on May 7, 2015 discussed further 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. For grants made prior to second quarter of 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. 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 canceled 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. Stock-based Compensation Expense Stock-based compensation expense is recorded within the operating expense captions in the consolidated statements of operations and comprehensive loss based on the employees receiving the awards. We recognized stock-based compensation expense as follows for the years ended December 31, 2015, 2014, and 2013: Years Ended December 31, 2015 2014 2013 Cost of revenues $ 143 $ — $ — Research and development 623 4 5 Sales and marketing 688 4 5 General and administrative 3,774 12 14 Total $ 5,228 $ 20 $ 24 Stock-based compensation expense during the year ended December 31, 2015 includes $3,496 of previously unrecognized compensation cost that was incurred in June 2015 for restricted stock grants that vested in connection with our initial public offering, or IPO, discussed in Note 1. The restricted stock grants made prior to the IPO contained 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. The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s stock-based compensation plans and rights to acquire stock granted under the Company’s ESPP. The weighted average estimated fair values of stock options, the rights to acquire stock granted, and the weighted average assumptions used in calculating those fair values were as follows: Years Ended December 31, 2015 2014 2013 Stock Options Risk free interest rate 1.6 % — % — % Expected term (in years) 5.0 0 0 Expected volatility 45.0 % — % — % Dividend yield — % — % — % Weighted average fair value at grant date $ 6.38 $ — $ — Employee Stock Purchase Plan Risk free interest rate 0.1 % — % — % Expected term (in years) 0.5 0 0 Expected volatility 47.0 % — % — % Dividend yield — % — % — % Weighted average fair value at grant date $ 4.65 $ — $ — |