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Stock compensation | 9 Months Ended
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Sep. 30, 2018
Stock compensation |
Stock compensation | 10. Stock compensation We recorded $38.0 million and $110.8 million of stock compensation expense on our condensed consolidated statements of operations for the three and nine months ended September 30, 2018, respectively. We recorded $34.9 million and $99.3 million of stock compensation expense on our condensed consolidated statements of operations for the three and nine months ended September 30, 2017, respectively. Stock compensation expense included within our condensed consolidated statements of operations included research and development expense of $26.3 million, $75.3 million, $23.4 million and $67.8 million for the three and nine months ended September 30, 2018 and 2017, respectively. Stock compensation expense included within our condensed consolidated statements of operations also included selling, general and administrative expense of $11.7 million, $35.5 million, $11.5 million and $31.5 million for the three and nine months ended September 30, 2018 and 2017, respectively. We utilized the Black-Scholes valuation model for estimating the fair value of the stock compensation granted, with the following weighted-average assumptions:
|  | Employee Stock Options |  | Employee Stock Purchase Plan |
|  | For the Three Months Ended | For the Nine Months Ended |  | For the Three Months Ended | For the Nine Months Ended |
|  | September 30, |  | September 30, |
|  | 2018 |  | 2017 |  | 2018 |  | 2017 |  |  | 2018 |  | 2017 |  | 2018 |  | 2017 |  |
Average risk-free interest rates |  | 2.72 | % | 1.81 | % | 2.60 | % | 1.79 | % |  | 2.81 | % | 1.47 | % | 2.63 | % | 1.37 | % |
Average expected life (in years) |  | 5.03 |  | 4.99 |  | 5.27 |  | 5.24 |  |  | 0.50 |  | 0.50 |  | 0.50 |  | 0.50 |  |
Volatility |  | 45 | % | 48 | % | 45 | % | 49 | % |  | 27 | % | 39 | % | 45 | % | 41 | % |
Weighted-average fair value (in dollars) |  | 29.32 |  | 55.80 |  | 34.41 |  | 53.81 |  |  | 13.56 |  | 20.46 |  | 15.91 |  | 19.89 |  |
The risk-free interest rate is derived from the U.S. Federal Reserve rate in effect at the time of grant. The expected life calculation is based on the observed and expected time to the exercise of options by our employees based on historical exercise patterns for similar type options. Expected volatility is based on the historical volatility of our common stock over the period commensurate with the expected life of the options. A dividend yield of zero is assumed based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Option activity under the 2010 Stock Plan was as follows:
|  |  |  | Shares Subject to |
|  |  |  | Outstanding Options |
|  | Shares Available |  |  |  | Weighted Average |
|  | for Grant |  | Shares |  | Exercise Price |
Balance at December 31, 2017 |  | 3,909,701 |  | 11,206,553 |  | $ | 68.36 |
Additional authorization |  | 5,000,000 |  | — |  |  | — |
Options granted |  | (3,122,149) |  | 3,122,149 |  | $ | 79.08 |
Options exercised |  | — |  | (1,080,228) |  | $ | 22.89 |
Options cancelled |  | 495,003 |  | (495,003) |  | $ | 96.25 |
Balance at September 30, 2018 |  | 6,282,555 |  | 12,753,471 |  | $ | 73.76 |
In July 2016, we revised the terms of our annual stock option grants to provide that new option grants would generally have a 10-year term and vest over four years, with 25% vesting after one year and the remainder vesting in 36 equal monthly installments. Previously, our option grants generally had 7-year terms and vested over three years, with 33% vesting after one year and the remainder vesting in 24 equal monthly installments. RSU award and PSU activity under the 2010 Stock Plan was as follows:
|  |  |  | Shares Subject to |
|  | Shares Available |  | Outstanding Awards |
|  | for Grant |  | Shares |  | Grant Date Value |
Balance at December 31, 2017 |  | 769,202 |  | 1,178,660 |  | $ | 98.88 |
Additional authorization |  | 1,000,000 |  | — |  |  | — |
RSUs granted |  | (867,197) |  | 867,197 |  | $ | 70.48 |
PSUs granted |  | (523,743) |  | 523,743 |  | $ | 66.18 |
RSUs cancelled |  | 87,983 |  | (87,983) |  | $ | 97.19 |
PSUs cancelled |  | 6,750 |  | (6,750) |  | $ | 65.76 |
RSUs released |  | — |  | (337,357) |  | $ | 92.88 |
Balance at September 30, 2018 |  | 472,995 |  | 2,137,510 |  | $ | 80.47 |
In January 2014, we began granting RSUs and PSUs to our employees at the share price on the date of grant. Each RSU represents the right to acquire one share of our common stock. Each RSU granted prior to July 2016 was subject to cliff vesting after three years. In July 2016, we revised the terms of our RSU grants to provide that the awards will vest 25% annually over four years. Also, in January 2014, Hervé Hoppenot, our President and Chief Executive Officer, was granted a one-time grant of 400,000 RSUs outside of our 2010 Stock Incentive Plan. Vesting of the RSUs will be subject to Mr. Hoppenot’s continued employment on the applicable vesting dates, with one-sixth of the RSUs vesting at the end of each of the calendar years 2014 through 2019, subject to earlier acceleration of vesting upon the occurrence of certain events in accordance with the terms of his employment agreement. As of September 30, 2018, a cumulative total of 266,667 RSUs granted to Mr. Hoppenot had vested and were released, leaving 133,333 RSUs outstanding. In June 2018, we granted 190,000 RSUs and 446,500 PSUs under long term incentive plans with performance and/or service-based milestones with graded and cliff vesting over three to four years. For one of the long term incentive plans, under which 106,500 PSUs were granted, the actual number of shares of our common stock into which each PSU may convert are subject to a multiplier of up to 267% based on the level at which the performance conditions are achieved. Compensation expense for the performance-based awards is recorded over the estimated service period for each milestone when the performance conditions are deemed probable of achievement. For the period ended September 30, 2018, the performance conditions were not deemed probable of achievement, therefore the stock compensation expense recorded during the period was for service-based awards. In July 2018, we granted 77,243 PSUs to executives with performance milestones and graded vesting over four years. The shares of our common stock into which each PSU may convert is subject to a multiplier up to 150% based on the level at which the performance conditions are achieved. Compensation expense for the performance-based awards is recorded over the estimated service period for each milestone when the performance conditions are deemed probable of achievement. For the period ended September 30, 2018, we have recorded de minimus stock compensation expense relating to these PSUs. Based on our historical experience of employee turnover, we have assumed an annualized forfeiture rate of 5% for our options, RSUs and PSUs. Under the true-up provisions of the stock compensation guidance, we will record additional expense if the actual forfeiture rate is lower than we estimated, and will record a recovery of prior expense if the actual forfeiture is higher than we estimated. Total compensation cost of options granted but not yet vested, as of September 30, 2018, was $117.8 million, which is expected to be recognized over the weighted average period of approximately 1.6 years. Total compensation cost of RSUs granted but not yet vested, as of September 30, 2018, was $73.0 million, which is expected to be recognized over the weighted average period of approximately 1.8 years. Total compensation cost of PSUs granted but not yet vested, as of September 30, 2018, was $29.3 million, which will begin to be recognized should the performance conditions be deemed probable of achievement. The following table summarizes our share activity:
|  | Shares Issued |
|  | and Outstanding |
Balance at December 31, 2017 |  | 211,262,906 |
Exercise of stock options and issuance under ESPP |  | 1,234,321 |
Settlement of employee restricted stock units |  | 256,182 |
Conversion of convertible senior notes |  | 615 |
Balance at September 30, 2018 |  | 212,754,024 |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
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