Share-Based Compensation | NOTE 14-SHARE-BASED COMPENSATION In a The b the “capital gains” track, as set out in Section 102. The Company registered the Plan un d er the capital gains track, which offers more favorable tax rates to the employees. As a result, and pursuant to the terms of Section 102, the Company is not allowed to claim as an ex p ense for tax purposes the amounts credited to the employees in respect of options granted to them under the P l an, including amounts recorded as salary be n efits in the Company’s accounts, with the exception of the work-income b e nefit component, if any, determined on grant date. For non-employees and for non-Israeli employees, the Plan is subject to Section 3(i) of the Israeli Income Tax Ordinance. Employees are typically granted stock options and/or restricted stock units, or RSUs, upon commencement of employment. Also, eligible employees may receive an annual grant of options or RSU’s. Non-employee members of the Board typically receive a grant of RSUs and/or stock options annually. The term of any option granted under the Plan cannot exceed 10 years. Options shall not have an exercise price less than 100% of the fair market value of the Company’s ordinary shares on the grant date, and generally vest over a period of three years. If the individual possesses more than 10% of the combined voting power of all classes of equity of the Company, the exercise price shall not be less than 110% of the fair market value of an ordinary share of stock on the date of grant. The Company’s RSU and option grants provide for accelerated or continued vesting in certain circumstances as defined in the plans and related grant agreements, including a termination in connection with a change in control. RSUs generally vest in a 33% increment upon the first anniversary of grant, and in either equal quarterly or annual amounts for the two years following the one-year anniversary of the grant date. Options generally vest in a 33% increment upon the first anniversary of the grant date, and in either equal quarterly or annual amounts for the two years following the one-year anniversary of the grant date. In March 2017, the Board adopted the 2017 Equity Incentive Plan (the "2017 Plan"), which was approved by the shareholders in April 2017. The 2017 Plan provides for the grant of incentive stock options to the Company's employees and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance share awards, performance cash awards, and other forms of share awards to the Company's employees, directors and consultants. The maximum number of ordinary shares that may initially be issued under the 2017 Plan is 1,400,000. In addition, the number of ordinary shares reserved for issuance under the 2017 Plan will automatically increase on January 1st of each calendar year, from January 1, 2018 through January 1, 2026, so that the number of such shares reserved for issuance will equal 12% of the total number of ordinary shares outstanding on the last day of the calendar month prior to the date of each automatic increase, or a lesser number of shares determined by the Board. The maximum number of ordinary shares that may be issued upon the exercise of stock options under the 2017 Plan is 5,600,000. On January 1, 2018, the share reserve increased by 250,167 to 1,650,167. On October 12, 2018, the Company increased the amount of registered ordinary shares of the Company’s 2017 Plan by 1,900,000 to 3,550,167. On June 8, 2020 the Company increased the amount of registered ordinary of the Company’s 2017 plan by 400,000 to 3,950,167. On January 3, 2019, the Company appointed Elizabeth Barrett as its President and Chief Executive Officer. In connection with Ms. Barrett’s employment, she was granted 277,432 options to purchase the Company’s ordinary shares, at an exercise price of $47.57, as well as 317,065 RSUs, with a combined grant-date fair value of $24.1 million. In May 2019, the Company adopted the UroGen Pharma Ltd. 2019 Inducement Plan (the “Inducement Plan”). Under the Inducement Plan, the Company is authorized to issue up to 900,000 ordinary shares pursuant to awards issued under the Inducement Plan. The only persons eligible to receive grants of Awards (as defined below) under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3) and the related guidance under Nasdaq IM 5635-1, including individuals who were not previously an employee or director of the Company or are following a bona fide period of non-employment, in each case as an inducement material to such individual’s agreement to enter into employment with the Company. Under the Inducement Plan, an “Award” is a nonstatutory stock option, restricted stock unit or other right to receive ordinary shares pursuant to the Inducement Plan. In June 2019, the Board approved grants of 70,000 options to its non-employee directors. Each then current non-employee director, including the Chairman of the Board, received a grant of 10,000 options. Each option is exercisable into one ordinary share of the Company’s stock at an exercise price of $34.83 per share. The options vest quarterly over one year and expire 10 years from grant date. The grant date fair value of these options was approximately $1.9 million. In December 2019, the Board approved a modification of options and RSU's for a consultant. The Company recorded an expense of $0.9 million under general and administrative expenses with respect to options' modification. No In June 2020, the Board approved grants of an aggregate of 70,000 options to its non-employee directors. Each non-employee director, including the Chairman of the Board, received a grant of 10,000 options. Each option is exercisable into one ordinary share of the Company’s stock at an exercise price of $28.24 per share. The options vest quarterly over one year and expire 10 years from the grant date. The grant date fair value of these options was approximately $1.5 million. Options : Set a) During 2020, the Company granted 400,600 options with exercise prices ranging from $16.50 to $29.41 per share. b) During n The fair value of options granted during 2020 and 2019 was $6.7 and $27.6 million, respectively. The o c The e 2020 2019 Value of ordinary shares $16.50-29.41 $33.21-47.57 Dividend yield 0% 0% Expected volatility 71.43%-79.80% 74.09%-80.52% Risk-free interest rate 0.37%-1.35% 1.36%-2.62% Expected term 5.9-10 years 5.8-10 years The on a mix of the Company's historical volatility and c e The employee and non-employee o b a Number of options Weighted Average price per share Outstanding as of January 1, 2019 2,522,981 $ 26.16 Granted 955,732 41.96 Canceled/Forfeited (183,725 ) 41.85 Exercised (423,653 ) 9.10 Outstanding as of December 31, 2019 2,871,335 $ 32.93 Granted 400,600 24.33 Canceled/Forfeited (408,534 ) 44.68 Exercised (137,070 ) 5.40 Outstanding as of December 31, 2020 2,726,331 $ 31.29 The intrinsic value of stock options exercised was $2.3 million and $14.2 million for the years ended December 31, 2020 and 2019, respectively. The i Options outstanding Options exercisable Exercise price per share Number of options outstanding at end of year Weighted average remaining contractual life Number of options exercisable at end of year Weighted average remaining contractual life $0.00 - 10.00 588,324 1.99 588,324 1.99 $10.01 - 20.00 268,000 8.77 75,000 6.39 $20.01 - 30.00 272,800 8.19 139,999 7.24 $30.01 - 40.00 413,500 6.72 340,833 6.36 $40.01 - 50.00 1,063,041 7.17 771,250 6.93 $50.01 - 59.23 120,666 7.00 115,332 6.98 2,726,331 2,030,738 The x The following table summarizes information about RSU activity as of December 31, 2020: Outstanding Restricted Stock Units Outstanding as of January 1, 2019 263,699 Granted 455,465 Vested and released (183,975 ) Forfeited (15,762 ) Outstanding as of December 31, 2019 519,427 Granted 591,480 Vested and released (304,537 ) Forfeited (85,954 ) Outstanding as of December 31, 2020 720,416 The fair value of RSUs granted during 2020 and 2019 was $15.6 and $19.9 million, respectively. The total unrecognized compensation cost of RSUs as of December 31, 2020 is $17.6 million with a weighted average recognition period of 1.84 years. The p Year ended December 31, 2020 2019 Research and development expenses $ 6,432 $ 8,291 Selling, general and administrative expenses 21,593 21,676 Total share-based compensation expense $ 28,025 $ 29,967 |