Stock-based Awards

The Company has four equity incentive plans: the Amended and Restated 2005 Stock Plan (the “2005 Plan”), the 2008 Stock Plan (the “2008 Plan”), the 2014 Equity Incentive Plan (the “2014 Plan”), and the 2015 Inducement Equity Incentive Plan (the "Inducement Plan"). In connection with the Company’s IPO in May 2014, the 2005 Plan and the 2008 Plan were terminated. Upon the Company's IPO in May 2014, the shares reserved for issuance under the 2014 Plan include (i) shares that have been reserved but not issued pursuant to any awards granted under the 2005 Plan, plus (ii) shares subject to stock options or similar awards granted under the 2005 Plan or the 2008 Plan that, after the registration date, expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2005 Plan or the 2008 Plan are forfeited to or repurchased by the Company. In addition, the shares available for issuance under the 2014 Plan include an annual increase on January 1 of each year equal to the least of: (i) 10,000,000 shares; (ii) 5% of the total outstanding shares of TrueCar common stock as of the last day of the previous fiscal year; or, (iii) such other amount as determined by the Company’s Board of Directors. As of December 31, 2016, the total number of shares available under the 2014 Plan is 3,254,115 shares. In accordance with the evergreen provision, effective January 1, 2017, an additional 4,307,976 shares of common stock was authorized to be issued under the 2014 Plan. Under the Inducement Plan, there were 1,840,000 shares of common stock reserved for the issuance of nonqualified stock options. In December 2015, in conjunction with the hiring of the Company's new president and CEO, the Company granted a stock option to purchase 1,840,000 shares of the Company's common stock under the Inducement Plan that vest over a four year period and expire ten years from the date of grant. There are no shares available for future issuance as of December 31, 2015 under the Inducement Plan.

Under the 2014 Plan, the Company has the ability to issue incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares. Stock options granted under the 2014 Plan must at least equal to the fair market value of the Company’s common stock on the date of grant. Stock options granted generally vest monthly over a four year period and expire ten years from the date of grant. Restricted stock units generally vest quarterly over a four to five year period.

Stock Options

A summary of the Company’s stock option activity for the year ended December 31, 2016 is as follows:



	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value ⁽¹⁾
					(in years)	(in millions)
Outstanding at December 31, 2015	24,277,901		$	8.12	5.62
Granted	4,812,332		9.56
Exercised	(1,911,723	)	4.77
Canceled/forfeited	(2,636,998	)	11.54
Outstanding at December 31, 2016	24,541,512		$	8.29	5.49	$	110.5
Vested and expected to vest at December 31, 2016	24,541,512		$	8.29	5.49	$	110.5
Exercisable at December 31, 2016	16,700,882		$	7.56	3.94	$	86.8


(1)	The aggregate intrinsic value represents the excess of the closing price of the Company's common stock of $12.50 on December 31, 2016 over the exercise price of in-the-money stock option awards.

At December 31, 2016, total remaining stock-based compensation expense for unvested option awards, including performance-based stock option awards, was $33.1 million, which is expected to be recognized over a weighted-average period of 3.0 years.

The weighted-average grant-date fair value per share of options granted for the years ended December 31, 2016, 2015 and 2014 was $4.50, $4.76 and $6.32, respectively. The Company recorded stock-based compensation expense for stock option awards of $14.8 million, $34.0 million and $27.2 million, for the years ended December 31, 2016, 2015 and 2014, respectively.

The total intrinsic value of options exercised in 2016, 2015 and 2014 was $8.5 million, $19.2 million, and $57.1 million, respectively.

From time to time, the Company grants stock options that contain performance conditions. During 2014, the Company granted 2,776,114 stock options at a weighted average exercise price of $12.81, which include a two step performance and service vesting condition. The first step is based upon achieving certain revenue and earnings targets. Stock options eligible for time-based vesting are calculated based on the Company's performance against these metrics and vest over 48 months beginning February 1, 2015. Based on the achievement levels of the performance criteria, as of December 31, 2014, there were 2,241,796 outstanding stock options with a weighted average exercise price of $12.81 that were eligible for vesting over the requisite service period. Stock options granted in excess of the achievement level totaling 288,406 shares were forfeited and returned to the 2014 Plan in the first quarter of 2015.

The grant date fair values of these awards for the year ended December 31, 2014 was $20.1 million as determined using a Black-Scholes option-pricing model. The Company recognizes compensation cost for stock options with performance conditions using a graded vesting model, based on the probability of the performance condition being met, net of actual pre-vesting forfeitures.

Restricted Stock Units

Activity in connection with restricted stock units (“RSUs”) is as follows for the year ended December 31, 2016:



	Number of Shares		Weighted-Average Grant Date Fair Value
Non-vested — December 31, 2015	3,747,340		$	8.18
Granted	2,711,392		7.37
Vested	(1,370,672	)	8.06
Canceled/forfeited	(748,740	)	7.38
Non-vested — December 31, 2016	4,339,320		$	7.85

The total fair market value of restricted stock units that vested for the years ended December 31, 2016, 2015, 2014 was $11.8 million, $6.5 million, and $0.3 million, respectively.

The weighted-average grant-date fair value of RSUs granted for the years ended December 31, 2016, 2015, and 2014 was $7.37, $8.17, and $12.35, respectively. For the years ended December 31, 2016, 2015, and 2014, the Company recorded $9.9 million, $8.6 million, and $2.0 million in compensation expense, respectively. At December 31, 2016, total remaining stock-based compensation expense for non-vested RSUs is $30.7 million, which is expected to be recognized over a weighted-average period of 3.0 years.

During 2014, the Company granted 720,146 RSUs with a weighted average grant date fair value of $10.04, which include a two-step performance and service vesting condition. The first step is based upon achieving certain revenue and earnings targets. RSUs eligible for time-based vesting are calculated based on the Company’s performance against these metrics and vest over 16 quarters beginning January 1, 2015. Based on the achievement levels of the performance criteria, as of December 31, 2014, there were 583,537 non-vested RSUs with a weighted average grant date fair value of $10.07 that were eligible to vest over the requisite service period. RSUs granted in excess of the achievement level totaling 73,939 shares were forfeited and returned to the 2014 Plan in the first quarter of 2015.

Modifications

In November 2015, the Compensation Committee of the Board of Directors authorized the modification of equity awards in connection with the separation of the Company's former CEO. In accordance with the terms of the separation agreement, the Company paid $0.1 million for the surrender and cancellation of options the former CEO holds to purchase 1,333,332 shares of the Company’s common stock with a weighted-average exercise price of $45.00. Additionally, under a limited advisory services arrangement, the former CEO will also continue to vest in his remaining options, covering 1,401,553 shares, and 154,088 remaining restricted stock units until May 2018. Although these awards continue to vest, no substantive additional service is required by the former CEO. As a result of this modification, the Company recognized $7.7 million in additional stock-based compensation expense for the year ended December 31, 2015.

In the fourth quarter of 2015, the Company accelerated the vesting of stock options to purchase 337,111 shares of common stock and 48,113 RSUs to four former executives. Additionally, the Company extended the exercise period of all vested stock options to these former executives. As a result of these modifications, the Company recognized additional stock compensation expense of $3.0 million for the year ended December 31, 2015.

In December 2015, the Company's former President and current member of its Board of Directors agreed to surrender and forfeit unvested options to purchase 309,722 shares of the Company's common stock with a weighted-average exercise price of $13.17. The Company's former President will continue to vest in his remaining unvested options covering 252,431 shares and 57,679 remaining RSUs, subject to his continued service as a member of the Company's Board of Directors. As a result of this forfeiture, the Company recognized additional stock compensation expense of $2.1 million for the year ended December 31, 2015.

Valuation Assumptions and Stock-based Compensation Cost

The fair value of stock options granted to employees is estimated on the grant date using the Black-Scholes option-pricing model. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term, the volatility of the Company’s common stock, risk-free interest rate, and expected dividends. The Company uses the simplified method under the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate expected term for plain vanilla share options. For performance-based option awards and out of the money option grants, the Company determines the expected term based upon historical exercise and post-vesting cancellations, adjusted for expected future exercise behavior. The Company’s computation of volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an expected dividend of zero, as it does not anticipate paying any dividends in the foreseeable future.

The fair value of each stock option award was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions:



	Year Ended December 31,
	2016		2015		2014
Risk-free interest rate	1.32	%	1.66	%	1.93	%
Expected term (years)	5.96		6.03		6.24
Expected volatility	49	%	49	%	58	%
Dividend yield	—		—		—

As a result of the Company's early adoption of the revised share-based payment guidance in 2016, forfeitures are recognized as they occur. Prior to the adoption of this guidance, forfeitures were estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company recorded stock-based compensation cost relating to stock options, restricted stock awards, and RSUs in the following categories on the accompanying consolidated statements of comprehensive loss (in thousands):



	Year Ended December 31,
	2016		2015		2014
Cost of revenue	$	960	$	792	$	454
Sales and marketing	5,837		4,493		4,743
Technology and development	4,398		4,294		5,013
General and administrative	13,544		32,984		19,123
Total stock-based compensation expense	24,739		42,563		29,333
Amount capitalized to internal-use software	1,012		1,325		1,249
Total stock-based compensation cost	$	25,751	$	43,888	$	30,582