Note 11 – Stock-Based Compensation

Stock Options

The Amended and Restated 2005 Stock Incentive Plan (“2005 Plan”) expired in February 2015 and no new awards may be made under such plan, although awards will continue to be outstanding in accordance with their terms. The Board adopted the 2015 Stock Incentive Plan (“2015 Plan”) in March 2015, which was approved at the Company’s annual meeting of stockholders in June 2015. Under the 2015 Plan, equity awards may be granted to officers, directors, employees and consultants of and advisors to the Company and any present or future subsidiary.

The 2015 Plan authorizes the issuance of up to 31,000,000 shares of common stock under equity awards granted under the plan, including an increase of 6,000,000 shares approved at the Company’s 2016 annual meeting of stockholders. All such shares authorized for issuance under the 2015 Plan have been reserved. The 2015 Plan will expire on March 4, 2025.

The 2015 Plan permits and the 2005 Plan permitted the grant of stock options (including incentive stock options), restricted stock, stock appreciation rights, and restricted stock units. In addition, under the 2015 Plan, unrestricted stock, stock units and performance awards may be granted. Stock options and stock appreciation rights generally have a maximum term of 10 years and may be or were granted with an exercise price that is no less than 100% of the fair market value of the Company’s common stock at the time of grant. Grants of stock options are generally subject to vesting over periods ranging from six months to four years.

Stock Options Awards

The following is a summary of option activity under the 2015 Plan and the 2005 Plan for the year ended December 31, 2016:

	2015 Plan				2005 Plan
			Weighted-				Weighted-
			Average				Average
	Stock		Exercise		Stock		Exercise
	Options		Price		Options		Price
Outstanding at January 1, 2016		8,357,003	$	8.97		15,450,542	$	3.31
Granted		19,343,937	$	3.37		—	$	—
Exercised		—	$	—		(701,663)	$	2.14
Canceled		(2,596,337)	$	6.85		(620,750)	$	4.80
Outstanding at December 31, 2016		25,104,603	$	4.87		14,128,129	$	3.30
Vested and expected to vest at December 31, 2016		22,625,915	$	5.06		14,075,419	$	3.29
Shares exercisable at December 31, 2016		2,417,574	$	8.50		10,643,754	$	2.86
Shares available for grant at December 31, 2016		5,850,397

The fair value of stock options granted under the 2015 Plan and 2005 Plan was estimated at the date of grant or the date upon which the 2015 Plan was approved by the Company’s stockholders for stock options granted prior to that time using the Black-Scholes option-pricing model with the following assumptions:

	2016	2015	2014
Weighted average fair value of options granted	$1.88	$4.38	$2.39
Risk-free interest rate	0.97%-1.78%	1.19%-2.13%	1.24%-2.22%
Dividend yield	0%	0%	0%
Volatility	57.86%-108.88%	53.58%-68.39%	52.47%-67.93%
Expected term (in years)	4.22-7.28	3.98-7.34	4.04-6.96
Expected forfeiture rate	0%-16.33%	0%-16.33%	0%-23.15%

The Company used the Monte Carlo simulation model to determine the fair value of its 1.7 million shares of stock options containing a market condition that were granted in 2016 (the “Performance Options”). The fair value of the Performance Options was estimated with the following assumptions: 99.11% volatility, a 1.74% risk-free interest rate, 5.62% forfeiture rate and 0% dividend yield, which resulted in fair values of $0.74 to $0.92, and expected terms of 1.35 years to 3.50 years.

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options exercisable under the 2015 Plan and 2005 Plan as of December 31, 2016 was less than $0.1 million and 5.8 years, respectively. The total aggregate intrinsic value and weighted-average remaining contractual term of stock options vested and expected to vest under the 2015 Plan and 2005 Plan as of December 31, 2016 was less than $0.1 million and 7.9 years, respectively. The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016. This amount is subject to change based on changes to the closing price of the Company’s common stock. The aggregate intrinsic value of options exercised and vesting of restricted stock awards for 2016, 2015 and 2014 was $2.4 million, $9.7 million and $3.4 million, respectively.

Employee Stock Purchase Plan

In 2013, the Company adopted an Employee Stock Purchase Plan (the “ESPP”), which currently authorizes an aggregate of 3,300,000 shares of common stock to be purchased, and the aggregate amount of shares will continue to increase 5% on each anniversary of its adoption up to a maximum of 4,000,000 shares. The number of authorized shares and the maximum number of shares both include an increase of 1,000,000 shares approved at the Company’s 2016 annual meeting of stockholders. The ESPP allows employees to purchase shares of common stock of the Company at each purchase date through payroll deductions of up to a maximum of 15% of their compensation, at 85% of the lesser of the market price of the shares at the time of purchase or the market price on the beginning date of an option period (or, if later, the date during the option period when the employee was first eligible to participate). At December 31, 2016, there were 1,636,938 shares available for issuance under the ESPP.

The ESPP is considered compensatory for financial reporting purposes. As such, the fair value of ESPP shares was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2016	2015	2014
Range of Black-Scholes fair values of ESPP shares granted	$1.86-$4.76	$1.06-$3.38	$0.78-$2.08
Risk-free interest rate	0.22%-0.61%	0.05%-0.35%	0.04%-0.24%
Dividend yield	0%	0%	0%
Volatility	43.03%-86.75%	40.79%-64.24%	50.80%-67.57%
Expected term (in years)	0.5-2.0	0.5-2.0	0.5-1.5
Expected forfeiture rate	5%	5%	5%

Restricted Stock Awards

The following is a summary of restricted stock awards activity for the year ended December 31, 2016:

			Per Share
			Weighted-
			Average
	Number of		Grant-Date
	Shares		Fair Value
Outstanding and Unvested at January 1, 2016		25,000	$	8.72
Restricted stock granted		45,000	$	4.99
Restricted stock vested		—	$	—
Restricted stock forfeited		(25,000)	$	8.72
Outstanding and Unvested at December 31, 2016		45,000	$	4.99

The Company recorded stock-based compensation expense for awards issued under the above mentioned plans in the statements of operations as follows (in thousands):

	Years ended December 31,
	2016		2015		2014
Research and development	$	11,168	$	6,771	$	2,843
General and administrative		7,992		6,660		3,247
Total stock-based compensation expense	$	19,160	$	13,431	$	6,090

As of December 31, 2016, which is prior to the adoption of ASU 2016-09 (see Note 3), there was approximately $43.6 million of total unrecognized compensation expense (net of estimated forfeitures) related to unvested stock options, ESPP and restricted stock awards. This unrecognized non-cash compensation expense is expected to be recognized over a weighted-average period of 1.5 years, and will be allocated between research and development and general and administrative expenses accordingly. This estimate does not include the impact of other possible stock-based awards that may be made during future periods.