In January 2013, our Board of Directors adopted our 2013 Equity Incentive Plan (“2013 Plan”), which became effective upon the closing of our IPO in May 2013. As of December 31, 2019, we are authorized to issue 21,628,351 shares of common stock under the 2013 Plan. The 2013 Plan had 6,640,145 shares of common stock available for future issuance as of December 31, 2019, subject to automatic annual increases each January 1st and will continue through January 1, 2023. The automatic annual share increase is equal to 5% of the total number of outstanding shares of our common stock on December 31st of the preceding fiscal year, unless our Board of Directors elects to forego or reduce such increase. Further, all remaining shares available under the 2003 Equity Incentive Plan, or the 2003 Plan, were transferred to the 2013 Plan upon adoption. The 2013 Plan provides for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards to employees, officers, directors and consultants.

In July 2017, our Board of Directors adopted an Inducement Plan (“2017 Plan”) with 1,500,000 shares authorized for issuance to new employees entering into employment with Portola in accordance with Nasdaq Listing Rule 5635(c)(5). In December 2018, our Board of Directors authorized an additional 1,000,000 shares under the 2017 Plan, bringing the total to 2,500,000 shares, for issuance to new employees entering into employment with Portola in accordance with NASDAQ Listing Rule 5635(c)(5). The 2017 Plan had 1,132,267 shares of common stock available for future issuance as of December 31, 2019.

Incentive stock options may be granted with exercise prices of not less than 100% of the estimated fair value of our common stock and nonstatutory stock options may be granted with an exercise price of not less than 85% of the estimated fair value of the common stock on the date of grant. Stock options granted to a stockholder owning more than 10% of our voting stock must have an exercise price of not less than 110% of the estimated fair value of the common stock on the date of grant. Stock options are generally granted with terms of up to ten years and vest over a period of four years.



	Shares Subject to Outstanding Options		Weighted- Average Exercise Price Per Share
Balance at December 31, 2018	7,507,690		$	33.25
Options granted	2,199,307		27.74
Options exercised	(916,157	)	21.32
Options canceled	(1,242,404	)	38.62
Balance at December 31, 2019	7,548,436		$	32.21

The aggregate intrinsic values of stock options outstanding and vested were calculated as the difference between the exercise price of the stock options and the fair value of our common stock as of December 31, 2019. The aggregate intrinsic value of stock options exercised was $7.5 million, $11.6 million and $39.3 million for the years ended December 31, 2019, 2018 and 2017, respectively, and was calculated as the difference between the exercise price of the stock options and the fair value of our common stock on the date of exercise.

The weighted-average grant date fair value of employee stock options granted during the years ended December 31, 2019, 2018 and 2017 was $16.01, $21.01 and $24.08 per share, respectively. The total estimated grant date fair value of stock options vested during the years ended December 31, 2019, 2018 and 2017 was $29.8 million, $30.6 million and $23.0 million, respectively.

We recognized stock-based compensation expenses of $28.7 million, $29.7 million and $25.5 million in 2019, 2018 and 2017 respectively relating to the employee stock options. As of December 31, 2019, total unamortized employee stock-based compensation was $51.8 million, which is expected to be recognized over the remaining estimated vesting period of 2.6 years.

In May 2016, the Compensation Committee of our Board of Directors approved the commencement of granting performance stock option awards to our executive and senior officers. PSOs represent a contingent right to purchase our Common Stock upon achievement of specified conditions. The PSOs granted in May 2016 were fully vested by the fourth quarter of 2018 when regulatory approval of Andexxa was achieved and when the manufacturing goal related to our lead programs was met in 2017. A portion of the PSOs granted in May 2016 were forfeited and cancelled when regulatory approval of Andexxa was not achieved by the fourth quarter of 2017. In March 2019, the Compensation Committee of our Board of Directors approved a program to award up to 490,986 PSOs to the management team based on the achievement of a net revenue goal for 2019.

We recognized stock-based compensation expense of $1.3 million, $0 million and $2.3 million in 2019, 2018 and 2017, respectively, relating to these PSOs. The aggregate intrinsic value of PSOs exercised for the years ended December 31, 2019, 2018 and 2017 was $0.2 million, $0.2 million and $0.4 million, respectively. The weighted-average grant date fair value of the



	Shares Subject to Outstanding PSOs		Weighted- Average Exercise Price Per Share
Balance at December 31, 2018	143,335		$	23.76
Options granted	490,986		33.29
Options exercised	(35,624	)	23.76
Options canceled	(46,687	)	33.29
Balance at December 31, 2019	552,010		$	31.43

In January 2015, the Compensation Committee of our Board of Directors approved the commencement of granting restricted stock units to our employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our Common Stock upon vesting. The RSUs cannot be transferred, and until they vest, the awards are subject to forfeiture if employment terminates prior to the release of the vesting restrictions. The RSUs, generally vest in equal amounts on each of the first three year-anniversaries of the grant date, provided the employee remains continuously employed with us. The fair value of the RSUs is equal to the closing price of our Common Stock on the grant date.



	Shares Subject to Outstanding RSUs		Weighted- Average Grant Date Fair Value Per Share
Balance at December 31, 2018	979,278		$	34.00
RSUs granted	882,646		27.86
RSUs released	(401,393	)	33.62
RSUs canceled	(186,314	)	34.02
Balance at December 31, 2019	1,274,217		$	29.86

The total grant date fair value of RSUs vested during the years ended December 31, 2019, 2018 and 2017 was $13.5 million, $8.0 million and $6.0 million, respectively. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2019, 2018 and 2017 was $27.86, $37.6 and $27.15 per share respectively.

We recognized stock-based compensation expenses of $13.8 million, $11.3 million and $8.1 million in the years ended December 31, 2019, 2018 and 2017, respectively, relating to these RSUs. As of December 31, 2019, there was $26.5 million of unrecognized compensation costs related to these RSUs, which is expected to be recognized over an estimated weighted-average period of 1.96 years.

In January 2015, the Compensation Committee of our Board of Directors approved the commencement of granting performance stock units to our employees. PSUs are share awards that entitle the holder to receive freely tradable shares of our Common Stock upon achievement of specified market or performance conditions. In January 2017, the Compensation Committee of our Board of Directors approved a program to award up to 143,750 PSUs to the management team based on the achievement of certain regulatory goals related to andexanet alfa. In March 2018, the Compensation Committee of our Board of Directors approved a program to award up to 102,600 PSUs to the management team based on the achievement of certain regulatory and net revenue goals.



	Shares Subject to Outstanding PSUs		Weighted- Average Grant Date Fair Value Per Share
Balance at December 31, 2018	153,503		$	29.85
PSUs granted	—		—
PSUs released	(52,670	)	28.29
PSUs canceled	(88,908	)	30.4
Balance at December 31, 2019	11,925		32.66

The total grant date fair value of PSUs vested in 2019, 2018 and 2017 was $1.5 million, $5.7 million and $2.1 million, respectively. The weighted-average grant date fair value of PSUs granted in 2019, 2018 and 2017 was zero, $32.66 and $25.54 per share, respectively.

We recognized stock-based compensation expenses of $0.2 million, $2.7 million and $2.4 million in the years ended December 31, 2019, 2018 and 2017, respectively, relating to these PSUs. As of December 31, 2019, there was less than $0.1 million of unrecognized compensation costs related to these PSUs, which is expected to be recognized over an estimated weighted-average period of 0.03 years.

The Board of Directors adopted the 2013 ESPP, effective upon the completion of the initial public offering of our common stock. As of December 31, 2019, we reserved a total of 1,818,314 shares of common stock for issuance under the 2013 ESPP. The reserve for shares available under the ESPP automatically increases on January 1st each year, beginning in 2014, by an amount equal to 2% of the total number of outstanding shares of our common stock on December 31st of the preceding fiscal year unless the Board of Directors elects to forego or reduce such increases. Since 2015, the Board of Directors has annually elected to completely forego the automatic share increases available under the ESPP. The ESPP had 1,345,549 shares of common stock available for future issuance as of December 31, 2019. Eligible employees may purchase common stock at 85% of the lesser of the fair market value of our Common Stock on the first or last day of the offering period.

We have granted options to purchase shares of common stock to consultants in exchange for services performed. We granted options to purchase 22,600, 37,000 and 50,000 shares with average exercise prices of $27.10, $45.16 and $38.14 per share, respectively, during the years ended December 31, 2019, 2018, and 2017, respectively. These options vest upon grant or various terms up to four years. We recognized non-employee stock compensation expense of $2.2 million, $2.9 million and 3.9 million during the years ended December 31, 2019, 2018 and 2017, respectively for these non-employee awards. The fair value of non-employees’ options was measured using the Black-Scholes option-pricing model reflecting the same assumptions as applied to employee options in each of the reported years, other than the expected life assumption, which is assumed to be the remaining contractual life of the option.



	Year Ended December 31,
	2019			2018			2017
Research and development	$	19,340		$	27,694		$	19,779
Selling, general and administrative	32,735			28,712			23,505
Stock-based compensation expense included in total expenses	$	52,075		$	56,406		$	43,284
							—
Capitalized stock-based compensation costs	$	(1,657	)	$	(1,046	)	$	—

The fair value of our stock options including performance stock options and purchase rights under our ESPP were determined using the Black-Scholes option valuation model. Option valuation models require the input of subjective assumptions and these assumptions can vary over time. The risk-free rate is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected terms of the awards. The expected term of employee options granted is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term). Our estimate of expected volatility is based on the weighted average volatility of other companies with similar products under development, market, size and other factors and our volatility. To date, we have not declared or paid any cash dividends and do not have any plans to do so in the future. Therefore, we used an expected dividend yield of zero.



	Year Ended December 31,
	2019	2018	2017
Risk-free interest rate
Stock options	1.39% - 2.56%	2.55% - 3.03%	1.70% - 2.27%
Performance stock options	2.43%	—	—
ESPP	1.89% - 2.52%	1.10% - 2.28%	0.47% - 1.10%
Expected term
Stock options	5.0 - 6.1 years	5.0 - 6.1 years	5.0 - 6.1 years
Performance stock options	6.0 years	—	—
ESPP	0.5 years	0.5 years	0.5 years
Expected volatility
Stock options	59% - 61%	59% - 62%	60% - 65%
Performance stock options	61%	—	—
ESPP	43% - 67%	49% - 65%	61% - 80%
Dividend yield
Stock options	—	—	—
Performance stock options	—	—	—
ESPP	—	—	—