The Company has three equity compensation plans — its 2013 Equity Incentive Plan (the “2013 EIP”), its 2013 Employee Share Purchase Plan (the “2013 ESPP”) and its 2014 New Employee Equity Incentive Plan (the “2014 NEEIP”). At inception, the Company was authorized to issue 5,428,571 ordinary shares under the 2013 EIP, 857,142 ordinary shares under the 2013 ESPP, and 750,000 ordinary shares under the 2014 NEEIP.

The 2013 EIP provides for the issuance of share-based awards, including restricted shares, restricted share units, options, share appreciation rights (“SARs”) and other equity-based awards, to Company employees, officers, directors and consultants. As of January 1 of each year, commencing on January 1, 2015 and ending on (and including)

January 1, 2023, subject to extension by shareholder approval, the aggregate number of ordinary shares that may be issued under the 2013 EIP shall automatically increase by a number equal to the least of 5% of the total number of ordinary shares outstanding on December 31 of the prior year, 3,428,571 ordinary shares, or a number of ordinary shares determined by the Company’s board of directors. Options may be granted with an exercise price not less than the fair market value of the ordinary shares on the grant date. Under the terms of the Company’s 2013 EIP, options granted to employees generally have a maximum term of 10 years and vest over a four-year period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three years. The Company may grant options with different vesting terms from time to time. Unless an employee’s termination of service is due to disability or death, upon termination of service, any unexercised vested options will generally be forfeited at the end of three months or the expiration of the option, whichever is earlier.

Under the 2013 ESPP, the Company’s officers and employees may purchase ordinary shares through payroll deductions at a price equal to 85% of the lower of the fair market value of the ordinary share at the beginning of the offering period or at the end of each applicable purchase period. As of January 1 of each year, commencing on January 1, 2015 and ending on (and including) January 1, 2033, the aggregate number of ordinary shares that may be issued under the 2013 ESPP shall automatically increase by a number equal to the least of 1% of the total number of ordinary shares outstanding on December 31 of the prior year, 571,428 ordinary shares or a number of ordinary shares determined by the Company’s board of directors. The ESPP generally provides for consecutive and overlapping offering periods of 24 months in duration, with each offering period generally composed of four consecutive six-month purchase periods. The purchase periods end on either May 15 or November 15. ESPP contributions are limited to a maximum of 15% of an employee’s eligible compensation. The 2013 ESPP also includes a feature that provides for the existing offering period to terminate and for participants in that offering period to automatically be enrolled in a new offering period when the fair market value of an ordinary share at the beginning of a subsequent offering period falls below the fair market value of an ordinary share on the first day of such offering period.

The 2014 NEEIP provides for the issuance of share-based awards, including restricted shares, restricted share units, non-qualified options and SARs, to the Company’s employees. Options may be granted with an exercise price not less than the fair market value of the ordinary shares on the grant date. Under the terms of the 2014 NEEIP, options granted to employees generally have a maximum term of 10 years and vest over a four-year period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three years. The Company may grant options with different vesting terms from time to time. Unless an employee’s termination of service is due to disability or death, upon termination of service, any unexercised vested options will generally be forfeited at the end of three months or the expiration of the option, whichever is earlier.

In 2016, the Compensation Committee of the Company’s board of directors (“Compensation Committee”) approved the grant of 1,575,000 performance-contingent restricted share awards (“RSAs”) and 135,000 performance-contingent restricted share units (“RSUs”) to senior management. The vesting of such awards was dependent on the Company meeting its critical operating goals and objectives during the five-year period from 2016 to December 2020, as well as, continued employment. The awards were broken into three separate tranches, and expenses associated with these awards were recognized during the years 2016 to 2020 as the performance conditions were achieved. As of the first quarter of 2020, the performance conditions associated with all three tranches were achieved. The Company recognized $0.4 million and $3.0 million of share-based compensation expense associated with these awards for the year ended December 31, 2021 and 2020, respectively, and the expenses associated with these awards have been fully recognized as of December 31, 2021.

Separate from the performance-contingent awards described above, the Company periodically grants performance-contingent RSUs to employees. For the year ended December 31, 2022, 2021, and 2020, the Company recognized $0.2 million, $0.4 million, and $1.0 million, respectively, of share-based compensation expense related to such awards. As of December 31, 2022, there were 43,000 shares of these performance-contingent RSUs outstanding that have a maximum remaining share-based compensation expense of $0.4 million with performance expiration dates through February 2024.

As a result of the Company’s corporate restructuring announcement in September 2021 (see “Note 16. Corporate Restructuring Completion”), the Board of Directors’ Compensation Committee approved the acceleration of certain equity awards for employees affected by the restructuring. The Company accounted for this acceleration as a Type III modification (improbable to probable). In 2021, the modification resulted in a fair value of $5.6 million that was recorded in “Restructuring and related expenses” within the consolidated statements of operations for the year ended December 31, 2021. The total cumulative compensation cost previously recognized for these modified awards of $2.8 million was reversed in the year ended December 31, 2021 within “Research and development” and “Selling, general and administrative” expenses. The acceleration resulted in a net incremental share-based compensation expense of $2.8 million for the year ended December 31, 2021, and impacted approximately 160 terminated employees that met the conditions of the acceleration.

In 2022, the Company completed the second phase of the restructuring that resulted in a Type 3 modification fair value of $2.5 million which was recorded in “Restructuring and related expenses” within the consolidated statements of operations for the year ended December 31, 2022. The total cumulative compensation cost previously recognized for these modified awards of $0.8 million was reversed in the year ended December 31, 2022 within “Research and development” and “Selling, general and administrative” expenses. The acceleration resulted in a net incremental share-based compensation expense of $1.7 million for the year ended December 31, 2022, and impacted approximately 40 terminated employees that met the conditions of the acceleration.

Share-based compensation expense included in the consolidated statements of operations was recognized as follows:

Share-based compensation expense included in the consolidated statements of operations by award type was as follows:

As of December 31, 2022, the unrecognized share-based compensation cost, net of actual forfeitures, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows:

(1)	Represents unrecognized share-based compensation cost associated with the Company’s performance-contingent awards described above that are probable of vesting.

Compensation Awards

The following table summarizes option activity under the 2013 EIP and 2014 NEEIP for the year ended December 31, 2022:


			Weighted-Average
	Number of Shares	Weighted-Average	Exercise Price of			Aggregate
	Subject to	Remaining Contractual	Outstanding Options			Intrinsic Value
	Outstanding Options	Term (Years)	(in dollars)			(in thousands)
Outstanding at December 31, 2021	2,871,568		$	24.62
Granted	753,400			10.19
Exercised	—			-
Forfeited	(1,213,075)			25.69
Outstanding at December 31, 2022	2,411,893	5.24		19.53	$	775
Exercisable at December 31, 2022		3.69				142
Vested and expected to vest at December 31, 2022		5.24				775

The following table summarizes additional information for options under the 2013 EIP and 2014 NEEIP.


	2022		2021		2020
Weighted average fair value of options (in dollars)	$	5.33	$	9.25	$	11.03
Total intrinsic value of options exercised (in thousands)	$	—	$	1	$	384

The following table summarizes total RSU and RSA activity (including performance RSUs and RSAs) for the year ended December 31, 2022:


	Number of Shares	Number of Shares
	Subject to	Outstanding Subject to
	Outstanding RSUs	Performance Conditions (RSAs)
Outstanding at December 31, 2021	8,353,849	—
Granted	648,065	—
Released	(3,766,876)	—
Forfeited	(1,125,191)	—
Outstanding at December 31, 2022	4,109,847	—

The total estimated fair value of RSUs vested was $37.2 million and $49.3 million in 2022 and 2021, respectively.

Valuation Assumptions

The range of assumptions used to estimate the fair value of options granted and rights granted under the 2013 ESPP was as follows:


	Year Ended December 31,
	2022		2021		2020
Options
Risk-free interest rate		1.5% - 3.8%		0.5% - 1.2%		0.3% - 1.7%
Expected term (in years)		5.3 - 6.1		5.3 - 6.1		5.2 - 6.1
Volatility		55% - 70%		52% - 53%		50% - 53%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	5.33	$	9.25	$	11.03
2013 ESPP
Risk-free interest rate		1.5% - 4.57%		0.03% - 0.2%		0.1% - 0.2%
Expected term (in years)		0.5 - 2.0		0.5 - 2.0		0.5 - 2.0
Volatility		41% - 72%		40% - 79%		53% - 76%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	3.86	$	3.52	$	8.04