Share-Based Awards | Share-Based Awards Share-based award plans pre-Spin-Off The Company grants, to certain of its employees, board members and consultants, awards to purchase shares of its common stock. Prior to the Spin-Off, the Company's share-based awards consisted of stock options and stock appreciation rights ("SARs"). Some of these awards contain service conditions ( 4 years ) and some of these awards contain both service and milestone-based conditions. The Company measures the cost of services received in exchange for a liability classified award based on the current fair value of the award, and remeasures the fair value of the award at each reporting date. All of the Company's share-based awards are classified as liability awards as of June 30, 2016 and December 31, 2015 , as the SARs could have been settled in cash and the stock options could have been settled in cash at the option of the holder under the Liquidity Program as discussed below. Included in the condensed consolidated statements of comprehensive income (loss) are the following amounts of share-based compensation for the three- and six -month periods ended June 30, 2016 and 2015 (amounts in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Cost of revenue (662 ) 386 (158 ) 577 Research and development (747 ) 1,557 1,113 3,132 Sales and marketing (383 ) 820 601 1,541 General and administrative (1,685 ) 5,438 5,004 11,568 $ (3,477 ) $ 8,201 $ 6,560 $ 16,818 The Company estimates the fair value of the stock options and SARs granted using a Black-Scholes pricing model. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results differ from the Company's estimates, such amounts are recorded as an adjustment in the period estimates are revised. In valuing share-based awards, significant judgment is required in determining the fair value of the Company's share price, the expected volatility of common stock, and the expected term individuals will hold their share-based awards prior to exercising. With the assistance of an independent third-party advisory firm, for the three and six months ended June 30, 2015 and the three months ended March 31, 2016, we estimated share-price based on an internal valuation using income and market based approaches. For the three months ended June 30, 2016 , the estimated share-price input was based on the market value of CommerceHub's Series C common stock traded immediately following the Spin-Off. Expected volatility of the stock is based on the Company's peer group in the industry in which the Company does business because the Company does not have sufficient historical volatility data for its own stock. The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. Additionally, the Black-Scholes pricing model requires the input of other assumptions, including the risk-free interest rate and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company's share-based awards. The Company assumed a zero dividend yield based on expected dividends. 1999 Plan During 1999, the Company adopted an incentive and nonqualified stock option plan (the "1999 Plan"). The 1999 Plan authorized grants of options to purchase up to 4,000,000 shares of authorized but unissued common stock. Options granted under the 1999 Plan were to vest over a period of four years and expire ten years from the date of grant. At June 30, 2016 , no shares of common stock are available for future grants under the 1999 Plan, as the plan expired in September 2009. Liquidity Program During 2006, the Compensation Committee of CTI adopted a stock option liquidity program (the "Liquidity Program") for eligible holders of stock options and certain eligible common shares (shares issued as a result of an option exercise). The Liquidity Program provided eligible option holders and stockholders the ability to tender their vested options or sell their eligible common shares in exchange for cash payment. Prior to June 30, 2016 , eligible option holders and stockholders had the opportunity to tender eligible options or shares at any time during the year except for when valuations are being performed. Cash consideration for the purchase and exercises of tendered stock options is based on the fair value of the Company's underlying common stock less the option exercise price. Cash consideration for tendered eligible common shares is based upon the fair value of the common shares. The Company made total cash payments of approximately $13.2 million and $0.9 million in exchange for the exercise of 426,331 and 35,500 stock options under this program during the six -month periods ended June 30, 2016 and 2015 , respectively. There were 45,450 common shares issued and outstanding at June 30, 2016 that were eligible for the holders to require the Company to purchase. The Liquidity Program terminated effective as of the completion of the Spin-Off. SAR Plan During 2010, the Company instituted the 2010 Stock Appreciation Rights Plan (the "SAR Plan"). Pursuant to the SAR Plan, a committee appointed by the Company's Board of Directors (or in the absence of such a committee, the Board of Directors acting in the capacity of such committee) was authorized to grant stock appreciation rights ("SARs") to employees, board members and consultants of the Company. The SAR Plan authorized grants of up to 6 million units, which included and is not in addition to shares previously authorized for issue under the 1999 Plan discussed above. The SARs under the SAR Plan vest over a period of four years and expire 10 years from the date of grant for service based awards. SARs that include both service and milestone-based conditions vest based on the satisfaction of service requirements and achievement of performance milestones over the period specified in the applicable award agreement, which ranges from 1 to 4 years at June 30, 2016 . We make certain assumptions regarding the probability of achieving these milestones each period and adjust the value of the awards in the period our estimates are revised. Actual results can vary from expected results. The Company made total cash payments of approximately $72.7 million and $1.3 million during the six -month periods ended June 30, 2016 and 2015 , respectively, to settle exercised SARs. The SAR Plan was terminated and replaced with the CommerceHub, Inc. Legacy Stock Appreciation Rights Plan (the "Legacy SAR Plan") in connection with the completion of the Spin-Off. Future grants under the Legacy SAR Plan are not permitted following the Spin-Off. The following tables summarize the share-based award activity during the six -month period ended June 30, 2016 : 1999 Plan Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding, January 1, 2016 495,781 $ 3.52 Exercised (22,000 ) $ 3.32 Tendered* (426,331 ) $ 3.52 Forfeited (2,000 ) $ 3.16 Outstanding and exercisable at June 30, 2016 45,450 $ 3.64 2.1 $ 1,454 *Tendered stock options under the 1999 Plan represents eligible stock options exchanged for cash under the Liquidity Program. SAR Plan Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding, January 1, 2016 3,586,475 $ 9.16 Granted 1,208,550 $ 35.60 Exercised (2,539,055 ) $ 6.90 Forfeited (213,750 ) $ 25.27 Outstanding at June 30, 2016 2,042,220 $ 25.93 8.3 $ 16,316 Exercisable at June 30, 2016 112,733 $ 10.29 5.6 $ 2,858 As of June 30, 2016 , unrecognized compensation cost related to SARs was approximately $11.7 million , including $0.6 million related to milestone-based awards, and is expected to be recognized over a weighted average remaining vesting period of approximately 3.6 years. Share-based award plans post-Spin-Off In connection with the Spin-Off, such equity incentive awards were adjusted, such that each holder of an option award or a stock appreciation right with respect to shares of CommerceHub common stock received an option award to purchase shares of our Series C common stock, with the exercise price and number of shares subject to such new option awards based on the exercise price of and number of shares subject to the original option or original stock appreciation right and the exchange ratio used in the internal restructuring with respect to the CommerceHub minority holders. On July 22, 2016, 45,450 options and 2,042,220 SARs then-outstanding as of June 30, 2016 were converted to 99,151 options and 4,455,460 options to purchase shares of our Series C common stock, respectively. Unlike the original option and SAR awards, which were able to be settled in cash prior to completion of the Spin-Off, the new option awards resulting from the conversion of the holders’ original option and SAR awards may only be settled in shares of CommerceHub's Series C common stock. Except as described above, the terms of these new option awards (including, for example, the vesting terms thereof) are, in all material respects, the same as those of the corresponding original option or SAR award. Additionally, the Spin-Off is a restructuring event which resulted in a modification of the terms and conditions of the outstanding equity awards upon the Spin-Off, and the classification of the awards from liability to equity awards. As of the July 21, 2016 modification date, the Company performed a fair value analysis of the awards immediately before and immediately after the restructuring. As the 1999 Option Plan and the SAR Plan contain antidilution provisions, there was no incremental fair value or compensation expense as a result of the restructuring. The fair value of these awards immediately before and immediately after the Spin-Off was $12.5 million . The value of these awards at the time of the restructuring was moved from share-based compensation liability to additional paid in capital. The remaining unvested compensation expense is recognized over the remaining service period or, for those awards with milestone-based conditions, the period in which such milestones are expected to be achieved. Below is a summary of the new share-based plans that govern our share-based awards following the Spin-Off. CommerceHub, Inc. 2016 Omnibus Incentive Plan In connection with the Spin-Off, which occurred on July 22, 2016, we adopted the CommerceHub, Inc. 2016 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan is designed to provide additional remuneration to officers, employees, nonemployee directors and independent contractors for service to CommerceHub and to encourage each plan participant’s investment in CommerceHub. Stock options, SARs, restricted shares, restricted stock units, cash awards, performance awards or any combination of the foregoing may be granted under the Omnibus Plan (collectively, "awards"). The maximum number of shares of our common stock with respect to which awards may be granted under the Omnibus Plan is 13,200,000 shares of Series C common stock, subject to anti-dilution and other adjustment provisions of the Omnibus Plan. In addition, the number of shares available for issuance will be increased on the first day of every calendar year beginning in 2017 in an amount equal to (i) 5% of the outstanding shares of our common stock on the last day of the immediately preceding calendar year or (ii) such number of shares of our common stock determined by the Company's board of directors. With limited exceptions, under the Omnibus Plan, no person may be granted in any calendar year awards covering more than 3.0 million shares of CommerceHub common stock, subject to anti-dilution and other adjustment provisions of the Omnibus Plan. No non-employee director may be granted during any calendar year awards having a value (as determined on the grant date of such award) in excess of $1 million , with such limit increased to $2 million in connection with such non-employee director's initial year of service on the Company's board of directors. Shares of our Series C common stock issuable pursuant to awards will be made available from either authorized but unissued shares or shares that have been issued but reacquired by us. The Omnibus Plan will be administered by the compensation committee of the Company’s board of directors with regard to awards granted under it (other than awards granted to the nonemployee directors), and the compensation committee will have full power and authority to determine the terms and conditions of such awards. The Omnibus Plan will be administered by the full board of directors with regard to all awards granted under the Omnibus Plan to non-employee directors, and the full board of directors will have full power and authority to determine the terms and conditions of such awards. Legacy Stock Appreciation Rights Plan and Legacy Stock Option Plan All of the new option awards with respect to our Series C common stock that were issued as a result of the Spin-Off to holders of SARs and options outstanding immediately prior to the Spin-Off were issued pursuant to the Legacy SAR Plan and the Legacy Stock Option Plan, respectively. Copies of the Legacy SAR Plan and the Legacy Stock Plan were filed as exhibits 10.3 and 10.4, respectively, to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2016. The Legacy SAR Plan and the Legacy Stock Option Plan govern the terms and conditions of these new option awards but will not be used to make any new grants following the Spin-Off. Employee Stock Purchase Plan We have adopted a shareholder-approved Employee Stock Purchase Plan (“ESPP”), under which we have reserved 900 thousand shares of our Series C common stock for issuance to our employees. Subject to certain restrictions, the ESPP provides employees with the opportunity to invest a portion of their annual eligible compensation to purchase shares of our Series C common stock at a purchase price equal to 85% of the lower of (a) the fair market value of the common stock as the beginning of the six -month offering period, and (b) the fair market value of the common stock as the end of the six -month offering period. A copy of the ESPP was filed as Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No.: 333-212646) filed with the SEC on July 22, 2016. Transitional Stock Adjustment Plan All of the new Parent option awards, new Parent restricted stock units and new Parent restricted stock awards (each as defined below) were issued pursuant to the CommerceHub, Inc. Transitional Stock Adjustment Plan (the “Transitional Plan”), which was filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-213155) filed with the SEC on August 12, 2016. The Transitional Plan will govern the terms and conditions of the foregoing Parent incentive awards but will not be used to make any grants following the Spin-Off. New Parent options Liberty has granted to certain directors, officers, employees and consultants of Liberty stock options to purchase shares of Liberty Ventures common stock pursuant to applicable incentive plans in place at Liberty. Each holder of an outstanding option to purchase shares of Liberty Ventures common stock (an "original Ventures option award") on the record date for the Spin-Off (the "record date") who is a member of the Liberty board of directors or an officer of Liberty holding the position of Vice President or above received (i) an option to purchase shares of the corresponding series of our common stock and an option to purchase shares of our Series C common stock (such new option awards, "new Parent option awards") and (ii) an adjustment to the exercise price of and the number of shares subject to the original Ventures option award (as so adjusted, an "adjusted Ventures option award"). The exercise prices of and the number of shares subject to the new Parent option awards and the related adjusted Ventures option award were determined based on the exercise price of and the number of shares subject to the original Ventures option award, the distribution ratios used in the Spin-Off, the pre-Spin-Off trading price of Liberty Ventures common stock (determined using the volume weighted average price of the applicable series of Liberty Ventures common stock over the three -consecutive trading days immediately preceding the Spin-Off) and the relative post-Spin-Off trading prices of Liberty Ventures common stock and our common stock (determined using the volume weighted average price of the applicable series of common stock over the three -consecutive trading days beginning on the first trading day following the Spin-Off on which both the Liberty Ventures common stock and our common stock traded in the "regular way" (meaning once the common stock trades using a standard settlement cycle)), such that the pre-Spin-Off intrinsic value of the original Ventures option award was allocated between the new Parent option awards and the adjusted Ventures option award. All other holders of original Ventures option awards did not receive any new Parent option awards as a result of the distribution. Rather, the holders' original Ventures option awards were adjusted so as to preserve the pre-Spin-Off intrinsic value of the original Ventures option award based on the exercise price of and number of shares subject to such original Ventures option award, the distribution ratios used in the Spin-Off, the pre-Spin-Off trading price of Liberty Ventures common stock and the post-Spin-Off trading price of Liberty Ventures common stock (determined as described above). Except as described above, all other terms of an adjusted Ventures option award and the new Parent option awards (including, for example, the vesting terms thereof) are, in all material respects, the same as those of the corresponding original Ventures option award. New Parent restricted stock units Each holder of a restricted stock unit with respect to shares of Series A or Series B Liberty Ventures common stock (an “original Ventures RSU”) on the record date received in the distribution 0.1 of a restricted stock unit with respect to shares of the corresponding series of Series A or Series B CommerceHub common stock and 0.2 of a restricted stock unit with respect to shares of CommerceHub Series C common stock (such new restricted stock unit awards, new “Parent RSUs”) for each original Ventures RSU held by them as of the record date, with cash paid in lieu of fractional new Parent RSUs. Except as described herein, the terms of all of the new Parent RSUs (including, for example, the vesting terms thereof) are, in all material respects, the same as those of the corresponding original Ventures RSU. New Parent restricted stock awards Each holder of a restricted stock award with respect to shares of Series A or Series B Liberty Ventures common stock (an “original Ventures RSA” and, together with the original Ventures option awards and the original Ventures RSUs, the "original Ventures equity awards") received in the distribution (i) 0.1 of a restricted share of the corresponding series of Series A or Series B CommerceHub common stock and (ii) 0.2 of a restricted share of CommerceHub Series C common stock (such new restricted stock awards, new “Parent restricted stock awards”) for each restricted share of Liberty Ventures common stock held by them as of the record date, with cash paid in lieu of fractional new Parent restricted stock awards. Except as described herein, all new Parent restricted stock awards (including, for example, the vesting terms thereof) are, in all material respects, the same as those of the corresponding original Ventures RSA. As of July 22, 2016, following the Spin-Off, there were 534 new Parent RSUs and 344,456 new Parent option awards, with a weighted average exercise price of $7.42 , to purchase shares of our Series A common stock, 172,882 new Parent option awards, with a weighted average exercise price of $11.89 , to purchase shares of our Series B common stock, and 1,094 new Parent RSUs and 1,032,817 new Parent option awards, with a weighted average exercise price of $8.87 , to purchase shares of our Series C common stock, issued to holders of original Ventures equity awards. Substantially all of Liberty's outstanding and exercisable options relate to employees of Liberty who received CommerceHub options on the Spin-Off. The compensation expense relating to these employees of Liberty will continue to be recorded at Liberty. |