Stock Incentive Plan | 7. Stock Incentive Plan The Company has a stock incentive plan, the Immunomedics, Inc. 2014 Long-Term Incentive Plan (the “Plan”), that includes a discretionary grant program, a stock issuance program and an automatic grant program. The plan was established to promote the interests of the Company, by providing eligible persons with the opportunity to acquire a proprietary interest in the Company as an incentive to remain with the organization and to align the employee’s interest with our stockholders. Under the Plan option awards are generally granted with an exercise price equal to the closing price of the Company’s common stock on the date of grant. Those option awards generally vest based on four years of continuous service and have seven year contractual terms. Option awards that are granted to non-employee Board members under the annual option grant program are granted with an exercise price equal to the closing price of the Company’s common stock on the date of grant, are vested immediately and have seven year contractual terms. At September 30, 2015, there were 17,179,911 shares of common stock reserved for possible future issuance under the Plan, both currently outstanding (7,255,655 shares) and which were available to be issued for future grants (9,924,256 shares). The weighted average fair value at the date of grant for options granted during the three-month periods ended September 30, 2015 and 2014 were $0.87 and $1.75 per share, respectively. The Company uses historical data to estimate employee forfeitures for employees, executive officers and outside directors. The expected term of options granted represents the period of time that options granted are expected to be outstanding and the expected stock price volatility is based on the Company’s daily stock trading history. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Information concerning options for the three-month period ended September 30, 2015 is summarized as follows: Shares Weighted Weighted Aggregate (in 000’s) Outstanding, July 1, 2015 4,525,340 $ 3.48 Granted 484,147 $ 1.78 Exercised (53,250 ) $ 2.67 Cancelled or forfeited (3,500 ) $ 4.09 Outstanding, September 30, 2015 4,952,737 $ 3.32 3.72 $ 4,550 Exercisable, September 30, 2015 3,285,794 $ 3.29 2.57 $ 4,550 A summary of the Company’s non-vested restricted and performance stock units at September 30, 2015, and changes during the three-month period ended September 30, 2015 are presented below: Outstanding Non-Vested Restricted and Performance Stock Units Number of Weighted-Average Grant Date Non-vested at July 1, 2015 706,881 $ 4.30 Restricted Units Granted (a) 214,205 $ 1.76 Restricted Units Granted – vesting based on certain market conditions (b) 1,500,000 $ 2.28 (c) Vested/Exercised (118,168 ) $ 3.78 Non-vested at September 30, 2015 2,302,918 $ 2.78 (a) For the three-month period ended September 30, 2015, 198,864 restricted stock units were awarded to the Company’s President and Chief Executive Officer and 15,341 restricted stock units were awarded to the Company’s Chief Financial Officer. (b) For the three-month period ended September 30, 2015, 1,500,000 restricted stock units were awarded to the Company’s Chairman, Chief Scientific Officer and Chief Patent Officer. (c) Represents fair value on date of grant determined by using Monte Carlo simulation technique. The Company has 3,969,861 non-vested options, restricted stock units and performance stock units outstanding as of September 30, 2015. As of September 30, 2015, there was $7.8 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is being recognized over a weighted-average period of 2.73 years. The Company recorded $0.9 million and $0.6 million for total stock-based compensation expense for employees, executive officers and non-employee Board members for the three-month periods ended September 30, 2015 and 2014, respectively. Each non-employee Board member who continues to serve on the Board shall receive on the date of the annual stockholders meeting a grant of non-qualified stock options and restricted stock units, each equal in value to $45 thousand. The Company recognizes the related stock-based compensation expense ratably over the fiscal year. In total, the Company recorded $45 thousand for stock-based compensation expense for these non-employee Board members restricted stock units for each of the three-month periods ended September 30, 2015 and 2014. Stock-based compensation expense regarding non-qualified stock options for these non-employee Board members become vested and are expensed when issued, during the second quarter of each fiscal year. On August 20, 2015, the Company awarded an additional 214,205 restricted stock units to certain executive officers of the Company at the closing price on that date ($1.76 per share). These restricted stock units will vest over a four year period. As of September 30, 2015, there was $1.4 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan for these executive officers, excluding performance stock units. The cost is being recognized over a weighted-average period of 2.7 years. The Company recorded $0.2 million for stock-based compensation expense for restricted stock units for each of the three-month periods ended September 30, 2015 and 2014. As part of the Amended and Restated Employment Agreement with Dr. Goldenberg which became effective July 1, 2015, (see Note 11), Dr. Goldenberg received a grant of 1,500,000 Restricted Stock Units, which shall vest, if at all, after the three (3) year period commencing on the grant date of July 14, 2015, provided the applicable milestones based on achievement of certain market conditions (stock prices) are met and conditioned upon Dr. Goldenberg’s continued employment through the vesting period, subject to the terms and conditions of the Restricted Stock Units Notice and the Restricted Stock Units Agreement and such other terms and conditions as set forth in the grant agreement. The Company recorded $0.2 million for the stock-based compensation for the three-month period ended September 30, 2015 for this agreement. There is $3.2 million of total unrecognized compensation cost related to these non-vested Restricted Stock Units granted as of September 30, 2015. That cost is being recognized over a remaining weighted-average period of 2.8 years. During fiscal year 2014 the Company awarded certain executive officers Performance Units (as such term is defined in the Plan) of up to 389,864 units of restricted stock units which are subject to attainment of certain performance milestones as well as certain continued service requirements. All or a portion of the Performance Units vest based upon the level of achievement of the milestones set forth in each agreement, which is expected to be achieved within five years of the grant date. The Performance Units that vest based upon attainment of the performance milestone will be exercisable based on a percentage basis on the attainment of anniversary dates. During the three-month period ended September 30, 2015, the Company awarded 19,493 of these restricted stock units to the executive officers as a result of achieving one of the performance milestones. In fiscal year 2014, 116,959 units were awarded from achieving two performance milestones. As of September 30, 2015, one performance milestone has not been achieved and there are 253,412 Performance Units available if all performances are achieved within five years of grant date. The Company recorded $0.1 million and $32 thousand for the stock-based compensation for the three-month periods ended September 30, 2015 and 2014, respectively. There is $0.4 million of total unrecognized compensation cost related to these non-vested Performance Units granted as of September 30, 2015. That cost is being recognized over a weighted-average period of 2.2 years. The unrecognized compensation cost is subject to modification on a quarterly basis based on review of performance probability and requisite achievement periods. |