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Stock-Based Plans | 9 Months Ended
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Sep. 30, 2020
Share-based Payment Arrangement [Abstract] |
Stock-Based Plans | Stock-Based Plans Our board of directors sets the terms, conditions, and restrictions related to our 2017 Employee Stock Purchase Plan (ESPP) and the grant of stock options, restricted stock units (RSUs) and performance-based awards under our equity incentive plans. Our board of directors determines the number of awards to grant and also sets vesting criteria. In general, RSUs vest on a quarterly basis over a period of four years from the date of grant at a rate of either 25% on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, or ratably each quarter over 16 quarters, subject to the employees’ continued employment. In May 2020, we granted 1.8 million retention RSUs that vest over three years, with 50% of the RSUs vesting after one year and 25% of the RSUs vesting each year thereafter. Incentive stock options and non-statutory stock options granted under our 2011 Equity Incentive Plan (2011 Plan) have a term of no more than ten years from the date of grant and an exercise price of at least 100% of the fair market value of the underlying common stock on the date of grant. If a participant owns stock representing more than 10% of the voting power of all classes of our stock on the grant date, an incentive stock option awarded to the participant will have a term of no more than five years from the date of grant and an exercise price of at least 110% of the fair market value of the underlying common stock on the date of grant. Generally, options vest at a rate of either 25% on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months, or ratably each month over 48 months. We may grant options with different vesting terms from time to time. For performance-based share awards, our board of directors sets the performance objectives and other vesting provisions in determining the number of shares or value of performance units and performance shares that will be paid out. Such payout will be a function of the extent to which performance objectives or other vesting provisions have been achieved. 2011 Equity Incentive Plan In January 2011, our board of directors adopted the 2011 Plan under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, performance stock units (PSUs), and performance shares may be granted to our employees, directors, and consultants. In April 2019, our board of directors authorized, and in June 2019, our stockholders approved an amendment and restatement of the 2011 Plan to make various changes, including increasing the number of shares reserved for issuance by approximately 5.0 million shares and extending the term of the 2011 Plan until April 2029. In May 2020, our board of directors authorized, and in June 2020, our stockholders approved an increase in the number of shares reserved for issuance under the 2011 Plan of 1.4 million shares. 2009 Equity Incentive Plan and 2017 Inducement Award Plan Our 2009 Equity Incentive Plan (the 2009 Plan) terminated on the date the 2011 Plan was adopted. Options granted, or shares issued under the 2009 Plan that were outstanding on the date the 2011 Plan became effective, remained subject to the terms of the 2009 Plan. In January 2017, we adopted the Fluidigm Corporation 2017 Inducement Award Plan (Inducement Plan) and reserved 2 million shares of our common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provided for the grant of equity-based awards on terms substantially similar to the 2011 Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan were only be made to individuals not previously our employees or non-employee members of our board of directors (or following such individual’s bona fide period of non-employment), as an inducement material to the individual’s entry into employment with us or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the Nasdaq Listing Rules. In June 2019, concurrently with the increase in shares available for grant under the 2011 Plan, the Inducement Plan was terminated such that no further grants could be made thereunder. Options granted and shares issued under the Inducement Plan that were outstanding when the Inducement Plan was terminated remain outstanding subject to their terms and the terms of the Inducement Plan. Valuation and Expense Information We use the Black-Scholes option-pricing model to estimate the fair value of stock options granted under our equity incentive plans. We grant stock options at exercise prices not less than the fair value of our common stock at the date of grant. The fair value of RSUs granted to employees was estimated on the date of grant by multiplying the number of shares granted by the fair market value of our common stock on the grant date. Activity under the various plans was as follows: Restricted Stock Units:
|  | Number of Units (in 000s) |  | Weighted-Average Grant Date Fair Value per Unit
Balance at December 31, 2019 |  | 2,551 |  |  | $ | 7.43 |
RSU granted |  | 3,642 |  |  | $ | 3.95 |
RSU released |  | (872) |  |  | $ | 7.30 |
RSU forfeited |  | (305) |  |  | $ | 6.39 |
Balance as of September 30, 2020 |  | 5,016 |  |  | $ | 4.99 |
As of September 30, 2020, the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $22.0 million. We expect to recognize those costs over a weighted average period of 2.8 years. Stock Options:
|  | Number of Options (000s) |  | Weighted-Average Exercise Price per Option |  | Weighted- Average Remaining Contractual Life (in Years) |  | Aggregate Intrinsic Value (1) in (000s)
Balance at December 31, 2019 |  | 2,027 |  |  | $ | 7.78 |  |  | 6.8 |  | $ | 81 |
Options granted |  | 105 |  |  | $ | 3.74 |  |  |  |  |
Options exercised |  | (98) |  |  | $ | 4.90 |  |  |  |  | $ | 352 |
Options forfeited |  | (408) |  |  | $ | 9.20 |  |  |  |  |
Balance as of September 30, 2020 |  | 1,626 |  |  | $ | 7.34 |  |  | 6.4 |  | $ | 2,514 |
Vested at September 30, 2020 |  | 1,259 |  |  | $ | 7.86 |  |  | 6.0 |  | $ | 1,799 |
Awards expected to vest at September 30, 2020 |  | 367 |  |  | $ | 5.56 |  |  | 7.9 |  | $ | 715 |
_______ (1)Aggregate intrinsic value as of September 30, 2020 was calculated as the difference between the closing price per share of our common stock on the last trading day of September 30, 2020, which was $7.43, and the exercise price of the options, multiplied by the number of in-the-money options. As of September 30, 2020, the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $1.1 million. We expect to recognize those costs over a weighted average period of 1.4 years. Performance-based Awards Performance Stock Units with Market Conditions We have granted PSU awards to certain executive officers and senior level employees. The number of PSUs ultimately earned under these awards is calculated based on the Total Shareholder Return (TSR) of our common stock as compared to the TSR of a defined group of peer companies during the applicable three-year performance period. The percentage of PSUs that vest will depend on our relative position at the end of the performance period and can range from 0% to 200% of the number of units granted. Under FASB ASC Topic 718, the provisions of the PSU awards related to TSR are considered a market condition, and the effects of that market condition are reflected in the grant date fair value of the awards. We used a Monte Carlo simulation pricing model to incorporate the market condition effects at our grant date. Activity under the TSR-based PSUs is as follows:
|  | Number of Units (in 000s) |  | Weighted-Average Grant Date Fair Value per Unit
Balance at December 31, 2019 |  | 547 |  |  | $ | 15.09 |
PSU granted |  | 509 |  |  | $ | 4.82 |
PSU released |  | — |  |  | $ | — |
PSU forfeited |  | (94) |  |  | $ | 14.26 |
Balance at September 30, 2020 |  | 962 |  |  | $ | 9.74 |
As of September 30, 2020, the unrecognized compensation costs related to these awards were $4.6 million. We expect to recognize those costs over a weighted average period of 1.7 years. Performance Stock Units with Performance Conditions During 2019, we also granted a PSU award under which the number of PSUs that ultimately vest is dependent on achieving certain discrete operational milestones between September 30, 2019 and December 31, 2020. Activity to date under this PSU award is as follows:
|  | Number of Units (in 000s) |  | Weighted-Average Grant Date Fair Value per Unit
Balance at December 31, 2019 |  | 64 |  |  | $ | 7.05 |
PSU granted |  | — |  |  | $ | — |
PSU released |  | (4) |  |  | $ | 7.05 |
PSU forfeited |  | (12) |  |  | $ | 7.05 |
Balance at September 30, 2020 |  | 48 |  |  | $ | 7.05 |
2017 Employee Stock Purchase Plan In August 2017, our stockholders approved our ESPP at the annual meeting of stockholders. Our ESPP offers U.S. and some non-U.S. employees the right to purchase shares of our common stock. Our first ESPP offering period began on October 1, 2017 with a shorter offering period ending on November 30, 2017. Prior to June 2019, our ESPP program had a six-month offering period, with a new period commencing on the first trading day on or after May 31 and November 30 of each year. Employees were eligible to participate through payroll deductions of up to 10% of their compensation. The purchase price at which shares were sold under the ESPP was 85% of the lower of the fair market value of a share of our common stock on the first day of the offering period or the last day of the offering period. Effective in June 2019, our ESPP program was amended to offer a twelve-month offering period with two six-month purchase periods beginning on each of May 31 and November 30. Employees were eligible under the amended program to participate through payroll deductions of up to 15% of their compensation. Employees may not purchase more than $25 thousand of stock for any calendar year. Under the updated ESPP program, the purchase price at which shares are sold for the first purchase period is 85% of the lower of the fair market value of a share of our common stock on the first day of the offering period or the last day of the first purchase period. For the second purchase period, the purchase price at which shares are sold is 85% of the lower of the fair market value of the common stock on the first day of the offering period and the last day of the offering period. In the event the fair market value of the common stock at the beginning of the second purchase period is less than the fair market value on the beginning of the offering period, the purchase price for the second offering period is reset to 85% of the lower of the fair value of the common stock at the beginning of the second purchase period and the last day of the offering period. The offering period of June 1, 2019 to May 31, 2020 had two purchase periods, with one period ending November 30, 2019 and the other period ending May 31, 2020. As the fair market value of the common stock at November 30, 2019 was lower than the fair value of the common stock at the beginning of the offering period, the purchase price for the second purchase period was reset based on the lower of the November 30, 2019 price and the May 31, 2020 price. The resetting of the purchase price is considered to be a modification of the original terms of the award. Under ASC 718, the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified was approximately $0.3 million. This amount was amortized over the remaining offering period which ended May 31, 2020. In April 2020, our board of directors authorized, and in June 2020, our stockholders approved, an amendment and restatement of the ESPP that increased the number of shares reserved for issuance by an additional 3.0 million shares and made various other changes. Effective June 2020, our ESPP program was amended to offer a six-month offering period, with a new offering and purchase period commencing on the first trading day on or after May 31 and November 30 of each year. Employees are eligible under the amended program to participate through payroll deductions of up to 10% of their compensation. Employees may not purchase more than $25 thousand of stock for any calendar year. The purchase price of the shares sold under the ESPP is 85% of the lower of fair market value of a share of our common stock on the first day of the offering period or the last day of the offering period. Total stock-based compensation expense recognized was as follows (in thousands):
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2020 |  | 2019 |  | 2020 |  | 2019
Restricted stock units, stock options and performance share units |  | $ | 4,114 |  |  | $ | 2,738 |  |  | $ | 9,558 |  |  | $ | 7,731 |
Employee stock purchase plan |  | 243 |  |  | 291 |  |  | 800 |  |  | 561 |
Total stock-based compensation |  | $ | 4,357 |  |  | $ | 3,029 |  |  | $ | 10,358 |  |  | $ | 8,292 |

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