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Share-based compensation | 12 Months Ended
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Dec. 31, 2016
Share-based compensation |
Share-based compensation | 10 Share-based compensation The Company recognized share-based compensation expense totaling $6.2 million, $11.6 million and $8.4 million during the years ended December 31, 2016, 2015 and 2014, respectively. Share-based compensation expense recognized by classification included in the consolidated statements of operations and comprehensive loss is as follows:
|  | Years ended December 31, |
|  | 2016 |  | 2015 |  | 2014 |
|  |  |  | in thousands |  |  |
Research and development |  | $ | 3,972 |  | $ | 8,591 |  | $ | 6,563 |
Selling, general and administrative |  |  | 2,242 |  |  | 3,026 |  |  | 1,833 |
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Total |  | $ | 6,214 |  | $ | 11,617 |  | $ | 8,396 |
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Research and development, excluding 4D |  |  | 3,302 |  |  | 2,162 |  |  | 2,476 |
Share-based compensation expenses in 2014 include expenses resulting from the accelerated vesting of options upon closing of the Company's initial public offering ("IPO") in February 2014 under the 2012 Plan. Share-based compensation expense recognized by award type is as follows:
|  | Years ended December 31, |
|  | 2016 |  | 2015 |  | 2014 |
|  | in thousands |
Award type |  |  |  |  |  |  |  |  |  |
Share options |  | $ | 5,187 |  | $ | 10,469 |  | $ | 7,966 |
Restricted share units ("RSUs") |  |  | 528 |  |  | 1,148 |  |  | 430 |
Performance share units ("PSUs") |  |  | 499 |  |  | — |  |  | — |
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Total |  | $ | 6,214 |  | $ | 11,617 |  | $ | 8,396 |
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As of December 31, 2016, the unrecognized compensation cost related to unvested awards under the various share-based compensation plans are:
|  | Unrecognized compensation costs |  | Weighted-average remaining period for recognition (in years) |
|  | in thousands |  |  |
Award type |  |  |  |  |  |  |
Share options |  | $ | 7,370 |  |  | 2.81 |
Restricted share units |  |  | 2,119 |  |  | 1.79 |
Performance share units |  |  | 488 |  |  | 1.48 |
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Total |  | $ | 9,977 |  |  | 2.53 |
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The Company satisfies the exercise of share options and vesting of RSUs and PSUs through newly issued shares. The Company issued awards under the following plans: 2012 Plan At the general meeting of shareholders on February 15, 2012, the Company's shareholders approved the adoption of the 2012 Plan. Under the 2012 Plan, share options were granted on the date of grant and vest over a period of three years, 33.33% vests after one year from the initial vesting date and the remaining 66.66% vests daily on a straight-line pro rata basis over years two and three. Any options that vest must be exercised by the tenth anniversary of the effective date of grant. A portion of the options granted under the 2012 Plan vested on the Company's IPO in February 2014. The Company granted 1,907,815 options under this plan, with an exercise price denominated in euro, all of which are vested as of December 31, 2016. The following table summarizes option activity under the Company's 2012 Plan for the year ended December 31, 2016:
|  | 2012 Plan |
|  | Options |  | Weighted average exercise price |  | Weighted average remaining contractual life (in years) |  | Aggregate intrinsic value |
|  |  |  |  |  |  |  | in thousands |
Outstanding at January 1, 2016 |  |  | 1,077,944 |  | € | 4.02 |  |  | 4.15 |  | $ | 13,114 |
Exercised |  |  | (510,547 | ) | € | 3.12 |  |  |  |  |  |  |
Expired |  |  | (84,391 | ) | € | 3.07 |  |  |  |  |  |  |
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Outstanding, fully vested and exercisable at December 31, 2016 |  |  | 483,006 |  | € | 5.13 |  |  | 4.13 |  | $ | 810 |
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No options were granted under this plan during the years ended December 31, 2016, 2015 and 2014. The following table summarizes information about options exercised during the years ended December 31:
|  | Exercised during the year |  | Intrinsic value |
|  |  |  | in thousands |
2016 |  |  | 510,547 |  | $ | 4,381 |
2015 |  |  | 449,838 |  |  | 9,272 |
2014 |  |  | 152,724 |  |  | 1,357 |
2014 Plan At the general meeting of shareholders on January 9, 2014, the Company's shareholders approved the adoption of the 2014 Plan. At the annual general meetings of shareholders in June 2015 and 2016, uniQure shareholders approved amendments of the 2014 Plan, increasing the shares authorized for issuance by 3,000,000 (2015: 1,070,000) to 5,601,471. Share options Under the 2014 Plan, share options are granted on the date of grant and, except for certain grants made to non-executive directors, vest over a period of four years, the first 25% vests after one year from the initial grant date and the remainder vests in equal quarterly installments, straight-line over years two, three and four. Certain grants to non-executive directors vest in full after one year. Any options that vest must be exercised by the tenth anniversary of the effective date of grant. The following table summarizes option activity under the Company's 2014 Plan for the year ended December 31, 2016:
|  | 2014 plan |
|  | Options |  | Weighted average exercise price |  | Weighted average remaining contractual life (in years) |  | Aggregate intrinsic value |
|  |  |  |  |  |  |  | in thousands |
Outstanding at January 1, 2016 |  |  | 1,448,226 |  | $ | 14.05 |  |  | 8.19 |  | $ | 6,522 |
Granted |  |  | 899,178 |  | $ | 11.44 |  |  |  |  |  |  |
Exercised |  |  | (87,425 | ) | $ | 9.36 |  |  |  |  |  |  |
Forfeited |  |  | (407,577 | ) | $ | 16.50 |  |  |  |  |  |  |
Expired |  |  | (39,636 | ) | $ | 12.26 |  |  |  |  |  |  |
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Outstanding at December 31, 2016 |  |  | 1,812,766 |  | $ | 12.47 |  |  | 7.92 |  | $ | — |
Fully vested and exercisable |  |  | 640,389 |  | $ | 12.57 |  |  | 6.31 |  |  | — |
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Outstanding and expected to vest |  |  | 1,172,377 |  | $ | 12.41 |  |  | 8.81 |  | $ | — |
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The following table summarizes information about the weighted average grant-date fair value of options granted during the years ended December 31:
|  | Granted during the year |  | Weighted average grant-date fair value |
2016 |  |  | 899,178 |  | $ | 6.54 |
2015 |  |  | 566,500 |  | $ | 12.19 |
2014 |  |  | 1,115,000 |  | $ | 5.36 |
The fair value of each option issued was estimated at the date of grant using the Black-Scholes or Hull & White option pricing model with the following weighted-average assumptions:
|  | Years ended December 31, |
Assumptions |  | 2016 |  | 2015 |  | 2014 |
Expected volatility |  |  | 75% |  |  | 75% |  |  | 70% |
Expected terms (in years) |  |  | 10 years |  |  | 6.11 and 10 years |  |  | 6.11 years |
Risk free interest rate |  |  | 0.16% - 2.67% |  |  | 0.57% - 0.62% |  |  | 0.23% |
Expected dividends |  |  | 0% |  |  | 0% |  |  | 0% |
Due to the Company's short history as a publicly traded company, management up to January 15, 2015, estimated the expected volatility by reference to four similar publicly traded entities. For grants up to January 15, 2015, the expected term is based on the midpoint between the vesting date and the contractual term of the option for the entire participant group (i.e. 6.11 years) as input for the Black-Scholes valuation model. Starting February 2015, the Company is using a Hull & White option model. The model captures early exercises by assuming that the likelihood of exercises will increase when the share price reaches defined multiples of the strike price. This analysis is performed over the full contractual term. The following table summarizes information about options exercised during the years ended December 31:
|  | Exercised during the year |  | Intrinsic value |
|  |  |  | in thousands |
2016 |  |  | 87,425 |  | $ | 345 |
2015 |  |  | 92,932 |  |  | 1,697 |
2014 |  |  | — |  |  | — |
Restricted Share Units (RSUs) Under the 2014 Plan, the Company grants RSUs. The following table summarizes the RSUs activity for the year ended December 31, 2016:
|  | Number of shares |  | Weighted average grant-date fair value |
Undistributed at January 1, 2016 |  |  | 179,068 |  | $ | 9.99 |
Granted |  |  | 358,678 |  | $ | 9.05 |
Distributed |  |  | (179,068 | ) | $ | 9.99 |
Forfeited |  |  | (51,615 | ) | $ | 8.67 |
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Undistributed at December 31, 2016 |  |  | 307,063 |  | $ | 9.11 |
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The following table summarizes information about the weighted average grant-date fair value of RSUs granted during the years ended December 31:
|  | Granted during the year |  | Weighted average grant-date fair value |
2016 |  |  | 358,678 |  | $ | 9.05 |
2015 |  |  | — |  |  | N/A |
2014 |  |  | 179,068 |  | $ | 9.99 |
In October 2014, the Company granted 179,068 RSUs to its former Chief Executive Officer ("CEO") Mr. Aldag, all of which vested in March 2016. The other RSUs have a vesting period varying from one to three years from grant date. The total fair value of RSUs that vested was $2.3 million for the year ended December 31, 2016 (nil for the years ended December 31, 2015 and December 31, 2014). Performance Share Units (PSUs) The following table summarizes the PSUs activity for the year ended December 31, 2016:
|  | Number of shares |  | Weighted average grant-date fair value |
Undistributed at January 1, 2016 |  |  | — |  | $ | 0.00 |
Granted |  |  | 111,564 |  | $ | 5.76 |
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Undistributed at December 31, 2016 |  |  | 111,564 |  | $ | 5.76 |
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The performance share units granted for the year ended December 31, 2016 will vest on the third anniversary of the grant, subject to the grantee's continued employment. PSU grants are linked to specific performance criteria as determined by the Board of Directors and will be earned based on the actual achievement of this specific criteria during the first year following the grant (known as the performance period), as determined by the Board of Directors. The grants of the four executives leaving the Company as a result of the strategic review were accelerated as of December 31, 2016. In September 2016, the Company awarded 61,560 units subject to the successful implementation of the strategic plan to its Chief Executive Officer. As these units are discretionary to the Board's assessment of 2017 performance, they are not included in the above table. The Company did not grant PSUs in the years ended December 31, 2015 and 2014, and no PSUs vested in the years ended December 31, 2016, 2015 and 2014. Other Plans The following table summarizes option activity under the Company's Other Plans for the year ended December 31, 2016:
|  | Other plans |
|  | Options |  | Weighted average exercise price |  | Weighted average remaining contractual life (in years) |  | Aggregate intrinsic value |
|  |  |  |  |  |  |  | in thousands |
Outstanding at January 1, 2016 |  |  | 1,152,436 |  | € | 0.05 / $18.36 |  |  | 8.71 |  | $ | 2,513 |
Granted |  |  | 125,000 |  | $ | 12.98 |  |  |  |  |  |  |
Exercised |  |  | (152,436 | ) | € | 0.05 |  |  |  |  |  |  |
Forfeited |  |  | (937,500 | ) | $ | 17.73 |  |  |  |  |  |  |
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Outstanding at December 31, 2016 |  |  | 187,500 |  | $ | 17.93 |  |  | 6.39 |  | $ | — |
Fully vested and exercisable |  |  | 62,500 |  | $ | 27.82 |  |  | 0.50 |  |  | — |
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Outstanding and expected to vest |  |  | 125,000 |  | $ | 12.98 |  |  | 9.33 |  | $ | — |
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In January 2014, the Company entered into a collaboration and license agreement with 4D to discover and optimize AAV vectors. In consideration of this collaboration, the Company granted options to the shareholders of 4D to purchase an aggregate of 609,744 ordinary shares. At October 1, 2014, 25% of the options vested (expiring at December 28, 2014), 50% of the options vested at January 31, 2015 (expiring at December 28, 2015) and the remainder on January 31, 2016 (expiring at December 28, 2016). Given the relatively short vesting period and the low exercise price of €0.05 compared to the share price, the Company used the intrinsic value for measurement purposes as proxy for the fair value of the options granted. The fair value continues to be re-measured until vesting of the instruments granted on a tranche-by-tranche basis. The related share-based compensation expenses are recognized as research and development cost. Under Rule 5653(c)(4) of the NASDAQ Global Market, the Company grants share options to certain employees as a material inducement to enter into employment with the Company. Grants were made in 2015 and 2016. The vesting conditions are identical to options granted to employees under the 2014 Plan, and the fair value of grants is determined using the same method as for grants under the 2014 Plan. The Company's former CEO Dan Soland forfeited his 800,000 options granted in December 2015 upon his resignation in September 2016. The following table summarizes information about the weighted average grant-date fair value of options granted during the years ended December 31:
|  | Granted during the year |  | Weighted average grant-date fair value |
2016 |  |  | 125,000 |  | $ | 7.63 |
2015 |  |  | 1,000,000 |  | $ | 10.60 |
2014 |  |  | 609,744 |  | € | 12.55 |
The following table summarizes information about options exercised during the years ended December 31:
|  | Exercised during the year |  | Intrinsic value |
|  |  |  | in thousands |
2016 |  |  | 152,436 |  | $ | 2,694 |
2015 |  |  | 304,872 |  |  | 6,155 |
2014 |  |  | 152,436 |  |  | 2,459 |

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