Share-Based Awards | Share-Based Awards 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 SARs issued by the Company's predecessor, CTI. Some of these awards contain service conditions (typically 4 years ) and some of these awards contain both service- and performance-based conditions. Included in the consolidated statements of comprehensive income (loss) are the following amounts of share-based compensation for the years ended December 31 (amounts in thousands): 2016 2015 2014 Cost of revenue $ (102 ) $ 2,361 $ 1,432 Research and development 2,261 7,229 4,249 Sales and marketing 834 4,098 2,682 General and administrative 8,297 28,462 19,993 $ 11,290 $ 42,150 $ 28,356 Share-based compensation is recognized net of estimated forfeitures. Our forfeiture rate is estimated based on our historical turnover experience among other qualitative factors. Gross tax related benefits of $87.2 million , $7.5 million and $6.5 million were also recognized for the years ended December 31, 2016 , 2015 and 2014 , respectively. CTI Options and SARs Activity Prior to the Spin-Off, all of the Company's share-based awards were classified as liability awards 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, in each case under the Liquidity Program (as defined and discussed below). The Company measured the cost of services received in exchange for a liability classified award based on the current fair value of the award, and remeasured the fair value of the award at each reporting date. The following table summarizes the share-based award activity of the outstanding CTI options and SARs under the 1999 Plan and the SAR Plan (each as defined below) from the beginning of the reporting period through the Spin-Off: Number of awards Weighted average exercise price Weighted average remaining contractual life Aggregate (in years) (in thousands) Outstanding at January 1, 2016 4,082,256 $ 8.48 Granted 1,815,996 $ 35.61 Exercised (2,576,055 ) $ 6.86 Tendered* (437,831 ) $ 3.52 Forfeited (220,750 ) $ 24.60 Outstanding at Spin-Off 2,663,616 $ 27.94 8.7 $ 17,239 Exercisable at Spin-Off 138,808 $ 10.87 5.3 $ 3,439 *Tendered stock options under the 1999 Plan represent eligible stock options exchanged for cash under the Liquidity Program. The total intrinsic value of options exercised during 2016 under the 1999 Plan prior to the Spin-Off totaled $86.7 million , and totaled $7.5 million and $7.0 million for the years ended December 31, 2015 and 2014, respectively. Cash received from stock option exercises in 2016 under the 1999 Plan prior to the Spin-Off totaled $73 thousand and totaled $33 thousand and $52 thousand for the years ended December 31, 2015 and 2014, respectively, and is included within financing activities in the consolidated statements of cash flows. CommerceHub Options and SARs Activity Post-Spin-Off In connection with the Spin-Off, the outstanding CTI options and SARs were adjusted, such that each holder thereof 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 CTI option or SAR and the exchange ratio used in the internal restructuring with respect to the CTI minority holders. On July 22, 2016, 2,663,616 awards, comprised of 33,950 options and 2,629,666 SARs then-outstanding were converted at an exchange ratio of approximately 2.18 , to 5,811,150 options to purchase shares of our Series C common stock. Unlike the original CTI options and SARs, 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 original CTI options and SARs 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 CTI option or SAR award. Additionally, our internal restructuring in connection with the Spin-Off 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 Company’s pre-Spin-Off share-based award plans (further described below) contained 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 approximately $12.5 million . The value of these awards at the time of the restructuring was reclassified 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 performance-based conditions, the service period when such performance conditions are considered probable. The following table summarizes the share-based award activity of options to purchase shares of our Series C common stock under our Legacy Stock Appreciation Rights Plan and Legacy Stock Option Plan (each as defined below) from the time of Spin-Off through the last day of the reporting period: Number of Weighted Weighted Aggregate (in years) (in thousands) CommerceHub Options and SARs outstanding at Spin-Off 5,811,150 $ 12.81 Granted 193,998 $ 14.59 Exercised (70,143 ) $ 7.37 Forfeited (160,898 ) $ 10.24 Outstanding at December 31, 2016 5,774,107 $ 13.01 8.3 $ 16,784 Exercisable at December 31, 2016 283,401 $ 4.87 4.8 $ 2,880 Expected to vest at December 31, 2016 5,330,004 $ 12.75 8.2 $ 16,731 The aggregate intrinsic value of options exercised following the Spin-Off totaled $0.5 million . Cash received from exercises of stock options following the Spin-Off totaled $773 thousand , and is included in financing activities in the consolidated statements of cash flows. CommerceHub RSU Activity (Series C) The following table summarizes the share-based award activity of RSUs in respect of our Series C common stock granted under our Omnibus Plan (as defined below) for the year ended December 31, 2016: Number of Weighted (in thousands) Outstanding at January 1, 2016 — $ — Granted 507,979 $ 14.35 Vested — $ — Forfeited (2,148 ) $ 14.33 Outstanding at December 31, 2016 505,831 $ 14.35 As of December 31, 2016 , unrecognized compensation cost related to RSUs and options to purchase shares of Series C common stock was approximately $22.1 million and is expected to be recognized over a weighted average remaining vesting period of approximately 3.4 years . New Parent Option Activity (Series C) The following table summarizes the share-based award activity of options to purchase shares of our Series C common stock under our Transitional Plan (as defined below) from the time of Spin-Off through the last day of the reporting period: Number of Weighted Weighted Aggregate (in years) (in thousands) New Parent option awards outstanding at Spin-Off 1,032,817 $ 8.87 Granted — $ — Exercised (26,774 ) $ 6.09 Forfeited — $ — Outstanding and expected to vest at December 31, 2016 1,006,043 $ 8.93 4.0 $ 6,104 Exercisable at December 31, 2016 581,862 $ 11.29 3.1 $ 4,806 New Parent Restricted Stock Awards and New Parent RSU Activity (Series C) As of July 22, 2016, following the Spin-Off, there were 30,409 new Parent restricted stock awards (as defined below) and 1,094 new Parent RSUs (as defined below) with respect to our Series C common stock, issued to holders of original Ventures equity awards (as defined below). Activity in the new Parent restricted stock awards and new Parent RSUs with respect to our Series C common stock under the Transitional Plan from the time of Spin-Off through the last day of the reporting period was not material. The new Parent option awards to purchase shares of, and new Parent restricted stock awards and new Parent RSUs with respect to, our Series C common stock (as defined below) outstanding do not carry unrecognized compensation cost, as any related compensation expense is incurred by Liberty. New Parent Options Activity (Series A) The following table summarizes the share-based award activity of options to purchase shares of our Series A common stock under the Transitional Plan from the time of Spin-Off through the last day of the reporting period: Number of Weighted Weighted Aggregate (in years) (in thousands) New Parent option awards outstanding at Spin-Off 344,456 $ 7.42 Granted — $ — Exercised (15,268 ) $ 6.09 Forfeited — $ — Outstanding and expected to vest at December 31, 2016 329,188 $ 7.46 3.5 $ 2,470 Exercisable at December 31, 2016 257,212 $ 6.06 2.7 $ 2,292 New Parent Restricted Stock Awards and New Parent RSU Activity (Series A) As of July 22, 2016, following the Spin-Off, there were 13,447 new Parent restricted stock awards and 534 new Parent RSUs with respect to our Series A common stock. Activity in the new Parent restricted stock awards and new Parent RSUs with respect to our Series A common stock under the Transitional Plan from the time of Spin-Off through the last day of the reporting period was not material. There is no unrecognized compensation cost related to awards to purchase shares of, and in connection with, our Series A common stock as these awards are held by employees of Liberty and any related compensation expense is incurred by Liberty. New Parent Options Activity (Series B) There were 172,882 new Parent option awards to purchase shares of our Series B common stock, with a weighted average exercise price of $11.89 , aggregate intrinsic value of $538 thousand , and weighted average remaining contractual life of 5.2 years outstanding at December 31, 2016 . There was no activity subsequent to the Spin-Off related to these awards. There were 32,052 options exercisable at December 31, 2016 , with a weighted average exercise price of $12.49 , aggregate intrinsic value of $80 thousand and weighted average remaining contractual life of 5.9 years . There is no unrecognized compensation cost related to options to purchase shares of our Series B common stock as these awards are held by an employee of Liberty and any related compensation expense is incurred by Liberty. Share-Based Award Plans Pre-Spin-Off 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. No shares of common stock are available for grants, or have been available for grants under the 1999 Plan, since September 2009 when the 1999 Plan expired. 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. Eligible option holders and stockholders had the opportunity to tender eligible options or shares at any time except for when valuations were being performed. Cash consideration for the purchase and exercises of tendered stock options was based on the fair value of the Company's underlying common stock less the option exercise price. Cash consideration for tendered eligible common shares was based upon the fair value of the common shares. The Company made total cash payments of approximately $13.5 million , $2.4 million and $6.1 million in exchange for the exercise of vested stock options, and $3.6 million , $0.2 million and $0.6 million to repurchase shares outstanding from minority shareholders, under this program during the years ended December 31, 2016 , 2015 and 2014 , respectively. 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 SARs to employees, board members and consultants of the Company. The SAR Plan authorized grants of up to 6 million SARs, which included and was not in addition to shares previously issued, or shares issuable in respect of awards previously issued, under the 1999 Plan. The SARs issued under the SAR Plan typically vested over a period of four years and expired 10 years from the date of grant for service-based awards. SARs that included both service and performance-based conditions vested based on the satisfaction of service requirements and achievement of performance conditions over the period specified in the applicable award agreement, which ranged from 1 to 4 years at the time of the Spin-Off. We made certain assumptions regarding the probability of achieving these performance conditions each period and adjusted the value of the awards in the period our estimates were revised. At times, actual results varied from expected results. The Company made total cash payments of approximately $73.2 million , $5.1 million and $0.9 million during the years ended December 31, 2016 , 2015 and 2014 , 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. Share-Based Award Plans Post-Spin-Off CommerceHub, Inc. 2016 Omnibus Incentive Plan In connection with the Spin-Off, we adopted the CommerceHub, Inc. 2016 Omnibus Incentive Plan (as amended, amended and restated or otherwise modified from time to time, the “Omnibus Plan”). We amended and restated the Omnibus Plan on October 13, 2016 in order to permit the compensation committee of the Company’s board of directors to delegate award granting authority under 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 our Series C common stock, subject to anti-dilution, annual share-reserve increases and other adjustment provisions of the Omnibus Plan. The Omnibus Plan is administered by the compensation committee of the Company’s board of directors with regard to awards granted under the Omnibus Plan other than awards granted to the nonemployee directors, which are administered by the full board of directors, and the compensation committee and its designees (and the board of directors with respect to awards granted to non-employee directors) have full power and authority to determine the terms and conditions of such awards. Legacy Stock Appreciation Rights Plan and Legacy Stock Option Plan In connection with the Spin-Off, 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 CTI SARs and options outstanding immediately prior to the Spin-Off were issued pursuant to the Legacy SAR Plan and the CommerceHub, Inc. Legacy Stock Option Plan (the "Legacy Stock Option Plan"), respectively. 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 an Employee Stock Purchase Plan (the “ESPP”) that was approved by our shareholders prior to the Spin-Off, under which we have reserved 900,000 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 our Series C common stock at the beginning of the applicable six -month offering period, and (b) the fair market value of our Series C common stock at the end of the applicable six -month offering period. The first offering period under the ESPP began on January 1, 2017. Transitional Stock Adjustment Plan All of the new Parent option awards, new Parent RSUs and new Parent restricted stock awards (each as defined below) were issued pursuant to the CommerceHub, Inc. Transitional Stock Adjustment Plan (the “Transitional Plan”). The Transitional Plan governs the terms and conditions of the Parent incentive awards described below but will not be used to make any grants following the Spin-Off. New Parent Options Liberty had 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 was 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 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 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. |