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Stock-Based Compensation
6 Months Ended
Jun. 30, 2018
Stock-Based Compensation  
Stock-Based Compensation

Note 9.  Stock-Based Compensation

 

Equity Compensation Plans

 

2013 Stock Incentive Plan

 

The Company's board of directors adopted the 2013 Stock Incentive Plan (as amended to date, the “2013 Plan”), which was approved by the Company’s stockholders effective July 26, 2013. The 2013 Plan is intended to further align the interests of the Company and its stockholders with its employees, including its officers, non-employee directors, consultants and advisers by providing equity-based incentives. The 2013 Plan allows for the issuance of up to such number of shares of the Company’s common stock as equal to (i) 3,153,057 shares of common stock; plus (ii) such additional number of shares of common stock (up to 868,372 shares) as is equal to the sum of the number of shares of common stock subject to awards granted under the Company’s 2005 Stock Incentive Plan (the “2005 Plan”) or the Company’s 2008 Stock Incentive Plan (the “2008 Plan” and, together with the 2005 Plan, the “Existing Plans”) which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, however, in the case of incentive stock options to any limitations of the Internal Revenue Code). 

 

As of June 30, 2018, options to purchase a total of 2,050,232 shares of common stock were outstanding and up to 1,308,485 shares of common stock remained available for grant under the 2013 Plan. The Company has not made any awards pursuant to other equity incentive plans, including the Existing Plans, since the Company’s stockholders approved the 2013 Plan. As of June 30, 2018, options to purchase a total of 511,093 shares of common stock were outstanding under these earlier plans. 

 

In addition, as of June 30, 2018, non-statutory stock options to purchase an aggregate of 393,750 shares of common stock were outstanding that were issued outside of the 2013 Plan to certain employees in 2017, 2015 and 2014 pursuant to the Nasdaq inducement grant exception as a material component of new hires’ employment compensation.

 

2017 Employee Stock Purchase Plan

 

The Company’s board of directors adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”) which was approved by the Company’s stockholders and became effective on June 7, 2017. The 2017 ESPP provides for the issuance of up to 62,500 shares of common stock to participating employees of the Company or its subsidiaries. Participation is limited to employees that would not own 5% or more of the total combined voting power or value of the stock of the Company after the grant. As of June 30, 2018, 44,006 shares remained available for issuance under the 2017 ESPP.

Note 9.  Stock-Based Compensation (Continued)

 

For the six months ended June 30, 2018 and 2017, the Company issued 13,112 and 10,418 shares of common stock, respectively, under the 2017 ESPP and the Company’s 1995 Employee Stock Purchase Plan and received proceeds of approximately $0.2 million and $0.1 million during each period, respectively, as a result of employee stock purchases.

 

Accounting for Stock-based Compensation

 

The Company recognizes non-cash compensation expense for stock-based awards under the Company’s equity incentive plans over an award’s requisite service period, or vesting period, using the straight-line attribution method, based on their grant date fair value determined using the Black-Scholes option-pricing model. The Company also recognizes non-cash compensation for stock purchases made under the 2017 ESPP.  The fair value of the discounted purchases made under the Company’s 2017 ESPP is calculated using the Black-Scholes option-pricing model. The fair value of the look-back provision plus the 15% discount is recognized as compensation expense over each plan period.

 

Total stock-based compensation expense attributable to stock-based payments made to employees and directors and employee stock purchases included in operating expenses in the Company's statements of operations for the three and six months ended June 30, 2018 and 2017 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

(in thousands)

 

2018

    

2017

 

2018

    

2017

Stock-based compensation:

 

 

 

    

 

 

 

 

 

    

 

 

Research and development

 

 

 

 

 

 

 

 

 

 

 

 

Employee Stock Purchase Plans

 

$

29

    

$

20

 

$

51

    

$

42

Equity Incentive Plans

 

 

520

    

 

4,627

 

 

1,076

    

 

5,341

 

 

$

549

    

$

4,647

 

$

1,127

    

$

5,383

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

Employee Stock Purchase Plans

 

$

18

    

$

11

 

$

32

    

$

30

Equity Incentive Plans

 

 

971

    

 

1,100

 

 

1,968

    

 

2,129

 

 

$

989

    

$

1,111

 

$

2,000

    

$

2,159

Total stock-based compensation expense

 

$

1,538

    

$

5,758

 

$

3,127

    

$

7,542

 

During the six months ended June 30, 2018 and 2017, the weighted average fair market value of stock options granted was $9.76 and $8.00, respectively. The following weighted average assumptions apply to the options to purchase 569,199 and 488,915 shares of common stock granted to employees and directors during the six months ended June 30, 2018 and 2017, respectively:

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30, 

 

 

    

2018

    

2017

 

Average risk free interest rate

 

 

2.2%

 

 

1.7%

 

Expected dividend yield

 

 

 

 

 

Expected lives (years)

 

 

3.9

 

 

4.0

 

Expected volatility

 

 

75.6%

 

 

86.9%

 

Weighted average exercise price (per share)

 

$

17.42

 

$

12.80

 

 

All options granted during the six months ended June 30, 2018 were granted at exercise prices equal to the fair market value of the common stock on the dates of grant.

 

Note 9.  Stock-Based Compensation (Continued)

 

Stock Option Activity

 

The following table summarizes stock option activity for the six months ended June 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands, except per share data)

 

Stock
Options

 

Weighted-Average
Exercise Price

 

Weighted-Average
Remaining
Contractual Life
(in years)

 

Aggregate
Intrinsic
Value

 

Outstanding at December 31, 2017

 

2,675,184

 

$

23.52

 

6.5

 

$

5,805

 

Granted

 

569,199

 

 

17.42

 

 

 

 

 

 

Exercised

 

(858)

 

 

12.77

 

 

 

 

 

 

Forfeited

 

(162,420)

 

 

19.04

 

 

 

 

 

 

Expired

 

(126,030)

 

 

55.07

 

 

 

 

 

 

Outstanding at June 30, 2018 (1)

 

2,955,075

 

$

21.25

 

6.6

 

$

1,191

 

Exercisable at June 30, 2018

 

1,901,703

 

$

22.98

 

5.4

 

$

1,190

 

 

(1)

Includes both vested stock options as well as unvested stock options for which the requisite service period has not been rendered but that are expected to vest based on achievement of a service condition.

 

The fair value of options that vested during the six months ended June 30, 2018 was $3.8 million. As of June 30, 2018, there was $9.6 million of unrecognized compensation cost related to unvested options, which the Company expects to recognize over a weighted average period of 2.4 years.