Stock-Based Compensation | STOCK-BASED COMPENSATION The Company maintains equity plans that provide for the grant of options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units (“PSUs”), dividend equivalents, cash incentive awards and other stock-based awards. The plans provide that stock options may be granted with exercise prices not less than the fair market value at the date of grant. Options granted through September 30, 2016 generally vest over four years and expire ten years from the date of grant. Restricted stock awards granted to non-employee members of the Board of Directors vest over one year . Restricted stock units granted to certain employees of the Company vest over four years . Each PSU represents the right to receive one share of the Company’s common stock upon the occurrence of certain specified events. On March 15, 2016, the Company’s Board of Directors adopted, and stockholders approved at the Company’s annual meeting of stockholders in June 2016, The Spectranetics Corporation 2016 Incentive Award Plan (the “2016 Plan”), which authorizes the issuance for award grants of 2,500,000 shares of the Company’s common stock, plus the number of shares of common stock remaining available for future grants under the Company’s Amended and Restated 2006 Incentive Award Plan (the “2006 Plan”) on the date the Company’s stockholders approved the 2016 Plan. No further awards will be made under the 2006 Plan. The Compensation Committee of the Board of Directors approved a grant of PSUs to certain of the Company’s officers in June 2014 and a grant of PSUs to the Company’s Chief Financial Officer in September 2015 upon the commencement of her employment (the “2014 PSUs”). The 2014 PSUs vest based on achieving specified performance measurements over a three -year “cliff” performance period plus an additional one year “cliff” time vesting. Earned 2014 PSUs vest 75% upon completion of the three -year performance period and 25% one year after the performance period. The 2014 PSUs have payout opportunities of between 0% and 250% . The performance targets include a compounded annual growth rate for revenue over a three-year period and Adjusted EBITDA for the year ended December 31, 2016. In June 2016, the Board of Directors approved the grant of PSUs (the “2016 PSUs”) to the Company’s named executive officers and certain other employees pursuant to the 2016 Plan. The 2016 PSUs provide, among other things, that (i) the 2016 PSUs have an initial performance period of up to four years from the date of grant during which the target number of 2016 PSUs awarded to each recipient may be earned if approval of the Company’s Stellarex products is received from the U.S. Food and Drug Administration (“FDA”); (ii) the 2016 PSUs have a supplemental performance period of six calendar quarters following the calendar quarter in which FDA approval of the Company’s Stellarex products is received, and during which up to an additional 100% of the target number of 2016 PSUs may be earned depending on the degree to which the Company’s Stellarex products achieve specified U.S. market share goals; and (iii) no 2016 PSUs will be earned (and no supplemental performance period will occur) if the Company’s Stellarex products do not receive FDA approval during the initial four year performance period. At September 30, 2016 , there were 3.0 million shares available for future issuance under the Company’s incentive award plans, assuming issuance of common stock underlying all outstanding PSUs at target performance, and 1.3 million shares available, assuming issuance of common stock underlying all outstanding PSUs at maximum performance. Valuation and Expense Information The Company recognized stock-based compensation expense of $3.7 million and $3.1 million for the three months ended September 30, 2016 and 2015 , respectively, and $10.3 million and $9.0 million for the nine months ended September 30, 2016 and 2015 , respectively. This expense consisted of compensation expense related to (1) employee stock options based on the value of share-based payment awards that are ultimately expected to vest during the period, (2) restricted stock awards issued to certain of the Company’s directors, (3) restricted stock units issued to certain of the Company’s employees, (4) PSUs issued to certain of the Company’s officers and other employees, and (5) the fair value of shares issued under the Company’s employee stock purchase plan. Stock-based compensation expense is recognized based on awards ultimately expected to vest and is reduced for estimated forfeitures. The Company recognizes compensation expense for non-performance related awards on a straight-line basis over the service period. With respect to the PSUs, the number of shares that vest and are issued to the recipient is based upon the Company’s performance as measured against the specified targets over the relevant performance period for each PSU grant as determined by the Compensation Committee of the Board of Directors. The Company estimates the fair value of the PSUs based on its closing stock price on the date of grant and its estimates of achieving such performance targets and records compensation expense on a graded vesting attribution method, which recognizes compensation cost on a straight-line basis over each separately vesting portion of the awards. Over the performance period, the number of shares of common stock that will ultimately vest and be issued and the related compensation expense is adjusted based upon the Company’s estimate of achieving such performance targets. The number of shares delivered to recipients and the related compensation cost recognized as an expense will be based on the actual performance metrics as set forth in the applicable PSU award agreement. The fair value of each share option award is estimated on the date of grant using the Black-Scholes pricing model based on assumptions noted in the following table. The Company’s employee stock options have various restrictions including vesting provisions and restrictions on transfers and hedging, among others, and are often exercised prior to their contractual expiration. Expected volatilities used in the fair value estimate are based on the historical volatility of the Company’s common stock. The Company uses historical data to estimate share option exercises, expected term and employee departure behavior used in the Black-Scholes pricing model. The risk-free rate for periods within the contractual term of the share option is based on the U.S. Treasury yield in effect at the time of grant. The following is a summary of the assumptions used for the stock options granted during the three and nine months ended September 30, 2016 and 2015 , respectively, using the Black-Scholes pricing model: Three Months Ended Nine Months Ended 2016 2015 2016 2015 Expected life (years) 5.77 5.72 5.77 5.71 Risk-free interest rate 1.16 % 1.38 % 1.21 % 1.57 % Expected volatility 46.51 % 45.80 % 46.29 % 42.69 % Expected dividend yield — — — — The weighted average grant date fair value of options granted during the three months ended September 30, 2016 and 2015 was $10.43 and $5.98 , respectively, and during the nine months ended September 30, 2016 and 2015 was $6.84 and $10.36 , respectively. The following table summarizes stock option activity during the nine months ended September 30, 2016 : Shares Weighted Average Exercise Price Weighted Avg. Remaining Contractual Term (In Years) Aggregate Intrinsic Value Options outstanding at January 1, 2016 2,566,088 $ 14.04 Granted 988,304 15.49 Exercised (189,917 ) 10.17 Forfeited (117,458 ) 17.90 Options outstanding at September 30, 2016 3,247,017 $ 14.57 6.64 $ 34,764,889 Options exercisable at September 30, 2016 1,871,292 $ 12.17 4.97 $ 24,388,695 The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value based on the Company’s closing stock price of $25.09 as of September 30, 2016 that would have been received by the option holders had all option holders exercised their options as of that date. The total number of shares underlying in-the-money options exercisable as of September 30, 2016 was approximately 1.8 million . The total intrinsic value of options exercised was $1.8 million and $8.2 million during the nine months ended September 30, 2016 and 2015 , respectively. The following table summarizes restricted stock award activity during the nine months ended September 30, 2016 : Shares Weighted Average Grant Date Fair Value Restricted stock awards outstanding at January 1, 2016 26,463 $ 27.41 Awarded 48,643 18.71 Vested/released (26,463 ) 27.41 Restricted stock awards outstanding at September 30, 2016 48,643 $ 18.71 The following table summarizes restricted stock unit activity during the nine months ended September 30, 2016 : Shares Weighted Average Grant Date Fair Value Restricted stock units outstanding at January 1, 2016 204,893 $ 24.08 Awarded 190,776 14.98 Vested/released (63,791 ) 22.95 Forfeited (40,435 ) 21.58 Restricted stock units outstanding at September 30, 2016 291,443 $ 18.72 The following table summarizes PSU activity during the nine months ended September 30, 2016 : Shares Weighted Average Grant Date Fair Value Performance stock units outstanding at January 1, 2016 496,656 $ 22.82 Awarded 275,330 18.16 Vested/released (59,799 ) 23.43 Forfeited (42,983 ) 23.43 Performance stock units outstanding at September 30, 2016 669,204 $ 20.81 As of September 30, 2016 , there was $21.0 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the Company’s incentive award plans, using the Company’s current estimate of performance for the PSUs, which could be higher or lower in the future based on the actual achievement of performance targets. This expense is based on an assumed future forfeiture rate of approximately 6.68% per year for stock options and restricted stock units for Company employees and is expected to be recognized over a weighted-average period of approximately 2.6 years. Employee Stock Purchase Plan On December 9, 2015, the Company’s Board of Directors adopted, and stockholders approved at the Company’s annual meeting of stockholders in June 2016, an amendment to The Spectranetics Corporation 2010 Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock available for sale under the ESPP by 1,000,000 shares. The amendment was effective as of January 1, 2016, the first day of the 2016 semi-annual offering period under the ESPP. The ESPP, as amended, provides for the sale of up to 1,700,000 shares of common stock to eligible employees, limited to the lesser of 2,500 shares per employee per six -month period or a fair market value of $25,000 per employee per calendar year. Stock purchased under the ESPP is restricted from sale for one year following the date of purchase. Stock can be purchased from amounts accumulated through payroll deductions during each six -month period. The purchase price is equal to 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the respective six -month offering period. This discount does not exceed the maximum discount rate permitted for plans of this type under Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP is compensatory for financial reporting purposes. At September 30, 2016 , there were approximately 0.9 million shares available for future issuance under the ESPP. The fair value of the shares offered within the semi-annual purchase periods under the ESPP is determined on the date of grant using the Black-Scholes option-pricing model. The expected term of six months is based upon the offering period of the ESPP. Expected volatility is determined based on the historical volatility from daily share price observations for the Company’s stock covering a period commensurate with the expected term of the ESPP. The risk-free interest rate is based on the six-month U.S. Treasury daily yield rate. The expected dividend yield is based on the Company’s historical practice of electing not to pay dividends to its stockholders. The Company recognized compensation expense related to the ESPP of $0.3 million and $0.2 million for the three months ended September 30, 2016 and 2015 , respectively, and $1.0 million and $0.6 million for the nine months ended September 30, 2016 and 2015 , respectively. |