Stock-Based Compensation

Stock Options

The 1999 Director Stock Option Plan, as amended (the “Director Plan”), provides for the grant of stock options to non-employee directors of the Company at an exercise price equal to the fair market value per share on the date of the grant. An aggregate of 1,975,000 shares have been approved and authorized for issuance pursuant to the Director Plan. A total of 2,634,798 options have been granted to non-employee directors through March 31, 2017, and 807,782 of those have been forfeited through March 31, 2017 and returned to the option pool for future issuance. The options granted under the Director Plan vest in full one year after their respective grant dates and have a maximum term of ten years. As of March 31, 2017, there were 650,000 shares of common stock options outstanding under the Director Plan. As of March 31, 2017, the 147,984 options available were transferred to the 2016 Plan that has superseded the Director Plan, as discussed further in this section.

The 1999 Stock Incentive Plan, as amended (“1999 Plan”), replaced all previously authorized employee stock option plans, and no additional options may be granted under those previous plans. Under the 1999 Plan, options or stock awards may be granted to all of the Company’s employees, officers, directors, consultants and advisors to purchase a maximum of 3,200,000 shares of common stock. However, pursuant to the terms of the 1999 Plan, no awards may be granted after March 16, 2009. A total of 2,892,500 options, having a maximum term of ten years, have been granted at 100% of the fair market value of the Company’s common stock at the date of grant. Options outstanding under the 1999 Plan are generally exercisable in cumulative increments over four years commencing one year from date of grant.

On June 26, 2009, the Board of Directors adopted, and the Company’s stockholders subsequently approved by written consent, the IGI Laboratories, Inc. 2009 Equity Incentive Plan (the “2009 Plan”). The 2009 Plan became effective on July 29, 2009. The 2009 Plan allows the Company to continue to grant options and restricted stock, as under the 1999 Plan, but also authorizes the Board of Directors to grant a broad range of other equity-based awards, including stock appreciation rights, restricted stock units (“RSUs”) and performance awards. The 2009 Plan has been created, pursuant to and consistent with the Company's current compensation philosophy, to assist the Company in attracting, retaining and rewarding designated employees, directors, consultants and other service providers of the Company and its subsidiaries and affiliates, in a manner that will be cost efficient to the Company from both an economic and financial accounting perspective. On April 12, 2010, the Board of Directors adopted, and the Company’s stockholders subsequently approved, an amendment and restatement of the 2009 Plan to increase the number of shares of Common Stock available for grant under such plan by adding 2,000,000 shares of Common Stock. The 2009 Plan, as amended on May 29, 2010, authorizes up to 5,000,000 shares of the Company’s common stock for issuance pursuant to the terms of the 2009 Plan. The maximum number of shares that may be subject to awards made to any individual in any single calendar year under the 2009 Plan is 1,000,000 shares. As of March 31, 2017, there were 107,959 RSUs outstanding, 1,413,687 shares of stock outstanding, and options to purchase 3,192,366 shares of common stock outstanding under the 2009 Plan. As of March 31, 2017, the 43,382 options available were transferred to the 2016 Plan that has superseded the 2009 Plan, as discussed further in this section.

On May 25, 2016, the Board of Directors approved the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the issuance of awards of up to 2,000,000 shares of the Company’s common stock, plus any shares of common stock that are represented by awards granted under our Director Plan and 2009 Plan that are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company on or after May 25, 2016. Generally, shares of common stock reserved for awards under the 2016 Plan that lapse or are canceled, will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant. The 2016 Plan provides that no participant may receive awards for more than 1,000,000 shares of common stock in any fiscal year. As the 2016 Plan supersedes both the Director Plan and the 2009 Plan, any available shares from both are now incorporated into the 2016 Plan. As of March 31, 2017, there were 69,538 RSUs outstanding, 20,000 shares of common stock outstanding and options to purchase 611,895 shares of common stock outstanding under the 2016 Plan. As of March 31, 2017, there were a total of 1,557,437 shares of common stock available under the 2016 Plan.

As of March 31, 2017, there were options to purchase 4,454,261 shares of common stock outstanding collectively in the Director Plan, 2009 Plan, and the 2016 Plan.

In the interest of maintaining consistency with the Company's 2016 Equity Incentive Plan, on March 13, 2017, the Company entered into (i) an amendment to the option agreements governing each option grant currently outstanding under the Company's 2009 Equity Incentive Plan, and (ii) an amendment to the restricted stock unit, or RSU, agreements governing each RSU grant currently outstanding under the 2009 Plan. The amendments provide for the automatic vesting upon a change of control of the Company of each option grant and RSU grant, as applicable, outstanding under the 2009 Plan. These amendments had a deminimus value to stockholders as of March 31, 2017, and therefore no additional stock compensation expense was recognized.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing formula that uses assumptions noted in the following table. Expected volatilities and risk-free interest rates are based upon the expected life of the grant.



	Three months ended
Assumptions	March 31, 2017		March 31, 2016
Expected dividends	—	%	—	%
Risk-free rate	1.55	%	1.15	%
Expected volatility	66.9% - 69.7%		68.0% - 69.9%
Expected term (in years)	3.2 - 3.3 years		3.2 -3.3 years

Expected volatility was calculated using the historical volatility of the Company's stock over the expected life of the options. The expected life of the options was estimated based on the Company's historical data. The risk free interest rate is based on U.S. Treasury yields for securities with terms approximating the terms of the grants. Forfeitures are recognized in the period they occur. The assumptions used in the Black-Scholes options valuation model are highly subjective, and can materially affect the resulting valuation.

Based upon application of the Black-Scholes option-pricing formula described above, the weighted-average grant-date fair value of options granted during the three months ended March 31, 2017 and March 31, 2016, were $3.37 per share of common stock and $3.53 per share of common stock, respectively.

A summary of option activity under the Director Plan, the 2009 Plan and the 2016 Plan as of March 31, 2017 and changes during the period are presented below:



	Number of Options		Weighted Average Exercise Price
Outstanding as of January 1, 2017	4,105,369		$	4.76
Issued	385,395		$	7.09
Exercised	(6,000	)	$	1.10
Forfeited	(30,503	)	$	7.28
Expired	—		—
Outstanding as of March 31, 2017	4,454,261		$	4.95

Exercisable as of March 31, 2017	3,070,877		$	3.71

The following table summarizes information regarding options outstanding and exercisable at March 31, 2017:

Outstanding:



	Stock Options	Weighted Average		Weighted Average Remaining
Range of Exercise Prices	Outstanding	Exercise Price		Contractual Life
$0.79 - $1.00	50,000	$	0.79	2.76
$1.01 - $1.50	1,802,400	$	1.07	4.87
$1.51 - $10.67	2,601,861	$	7.72	8.35
Total	4,454,261	$	4.95	6.88

Exercisable:



	Stock Options	Weighted Average
Range of Exercise Prices	Exercisable	Exercise Price
$0.79 - $1.00	50,000	$	0.79
$1.01 - $1.50	1,802,400	$	1.07
$1.51 - $10.67	1,218,477	$	7.75
Total	3,070,877	$	3.71

As of March 31, 2017, the intrinsic value of the options outstanding was $14.7 million and the intrinsic value of the options exercisable was $14.0 million. As of March 31, 2017, there was $3.9 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. The costs will be recognized through March 2019.

Restricted Stock and RSUs

The Company periodically grants restricted stock and RSU awards to certain officers and other employees that typically vest one to three years from their grant date. The Company recognized $223,000 and $180,000 of compensation expense during the three months ended March 31, 2017 and 2016, respectively, related to restricted stock and RSU awards. Stock compensation expense is recognized over the vesting period of the restricted stock and RSUs. At March 31, 2017, the Company had approximately $1.4 million of total unrecognized compensation cost related to non-vested restricted stock and RSUs, all of which will be recognized through January 2019. The following table summarizes the number of unvested RSUs and their weighted average exercise price for the three month period ended March 31, 2017.



	Number of RSUs		Weighted Average Exercise Price
Non-vested balance at January 1, 2017	179,900		$	9.35
Changes during the period:
Shares granted	69,538		7.09
Shares vested	(71,941	)	8.94
Shares forfeited	—		—
Non-vested balance at March 31, 2017	177,497		$	8.27