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Compensation and Other Benefit Plans | 12 Months Ended
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Dec. 31, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Compensation and Other Benefit Plans | 10. Compensation and Other Benefit Plans The Company grants qualified and non-qualified stock options, RSUs, common stock and other stock-based awards under various plans to directors, officers, employees and other individuals. Stock options are granted at exercise prices of not less than the fair market value of the Company’s common stock on the date of grant. Generally, stock options granted to employees fully vest four years from the grant date and expire ten years from the date of the grant or three months from the date of termination of employment (longer in case of death or certain retirements). However, certain options granted to employees vest monthly or immediately, certain options granted to directors vest monthly over one year or three years and certain options may fully vest upon a change of control of the Company or may accelerate based on performance-driven measures. Additionally, the Company has an Employee Stock Purchase Plan (“ESPP”) that allows employees to purchase Company shares at a purchase price equal to 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. Employee Stock Purchase Plan Under the ESPP plan approved by the Company’s stockholders in May 1998 (the “1998 ESPP”), the Company is authorized to issue up to 233,333 shares of common stock to employees through payroll deductions at a purchase price per share equal to 95% of the closing price of XOMA shares on the exercise date. An employee may elect to have payroll deductions made under the 1998 ESPP for the purchase of shares in an amount not to exceed 15% of the employee’s compensation. In May 2015, the Company’s stockholders approved the Employee Stock Purchase Plan (the “2015 ESPP”) which replaced the 1998 ESPP. Under the 2015 ESPP, the Company reserved 300,000 shares of common stock for issuance as of its effective date of July 1, 2015, subject to adjustment in the event of a stock split, stock dividend, combination or reclassification or similar event. The 2015 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. The 2015 ESPP provides for six-month offering periods ending on May 31 and November 30 of each year, with the exception of the first offering period, which lasts from July 1, 2015 through November 30, 2015, as the Company transition from the Company’s legacy employee stock purchase plan. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. During the years ended December 31, 2015, 2014, and 2013, employees purchased 120,595, 17,702, and 15,262 shares of common stock, respectively, under the ESPP plans. Net payroll deductions under 1998 ESPP and 2015 ESPP totaled $170,000, $74,000, and $60,000 for the years ended December 31, 2015, 2014, and 2013, respectively. Deferred Savings Plan Under section 401(k) of the Internal Revenue Code of 1986, the Board of Directors adopted, effective June 1, 1987, a tax-qualified deferred compensation plan for employees of the Company. Participants may make contributions which defer up to 50% of their eligible compensation per payroll period, up to a maximum for 2015 of $18,000 (or $24,000 for employees over 50 years of age) and for 2014 of $17,500 (or $23,000 for employees over 50 years of age). The Company may, at its sole discretion, make contributions each plan year, in cash or in shares of the Company’s common stock, in amounts which match up to 50% of the salary deferred by the participants. The expense related to these contributions was $0.8 million, $1.0 million, and $0.9 million for the years ended December 31, 2015, 2014, and 2013, respectively, and 100% was paid in common stock in each year. Stock Option Plans In May 2010, the Compensation Committee and the full Board adopted, and in July 2010 the Company’s stockholders approved, a new equity-based compensation plan, the 2010 Long Term Incentive and Share Award Plan, which has since been amended and restated as the Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Long Term Incentive Plan”). The Long Term Incentive Plan is intended to consolidate the Company’s long-term incentive compensation under a single plan, by replacing the Option Plan, the Restricted Plan and the 1992 Directors Share Option Plan (the “Directors Plan”) going forward, and to provide a more current set of terms pursuant to which to provide this type of compensation. In May 2014, the Company’s stockholders approved an amendment to the Company’s Long Term Incentive Plan to (a) increase the number of shares of common stock issuable over the term of the plan by an additional 5,350,000 to 18,771,206 shares in the aggregate and (b) provide that, for each stock appreciation right, restricted share, restricted stock unit, performance share, performance unit, dividend equivalent or other stock-based award issued, the number of available shares under the plan will be reduced by 1.18 shares. The Long Term Incentive Plan grants stock options, RSUs, and other stock-based awards to eligible employees, consultants and directors. No further grants or awards will be made under the Option Plan, the Restricted Share Plan or the Directors Plan. Shares underlying options previously issued under the Option Plan, the Restricted Share Plan or the Directors Plan that are currently outstanding will, upon forfeiture, cancellation, surrender or other termination, become available under the Long Term Incentive Plan. Stock-based awards granted under the Long Term Incentive Plan may be exercised when vested and generally expire ten years from the date of the grant or three to six months from the date of termination of employment (longer in case of death or certain retirements). Vesting periods vary based on awards granted, however, certain stock-based awards may vest immediately or may accelerate based on performance-driven measures. As of December 31, 2015, the Company had 3,935,778 shares available for grant under the stock option plans. As of December 31, 2015, options and RSUs covering 10,148,543 shares of common stock were outstanding under the stock option plans. Stock Options The stock options vest monthly over four years for employees and one year for directors. Stock options held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest on the earlier of scheduled vest date or the date of retirement. Stock Option Plans Summary The following table summarizes the Company’s stock option activity:
|  | 2015 |  |  | 2014 |  |  | 2013 |
|  | Number of shares |  |  | Weighted Average Exercise Price Per Share |  |  | Number of shares |  |  | Weighted Average Exercise Price Per Share |  |  | Number of shares |  |  | Weighted Average Exercise Price Per Share |
Outstanding at beginning of year |  |  | 7,702,309 |  |  | $ | 8.15 |  |  |  | 7,216,041 |  |  | $ | 8.42 |  |  |  | 6,788,383 |  |  | $ | 8.99 |
Granted |  |  | 1,797,222 |  |  |  | 3.78 |  |  |  | 1,891,989 |  |  |  | 6.69 |  |  |  | 1,168,203 |  |  |  | 3.13 |
Exercised |  |  | (163,663 | ) |  |  | 1.89 |  |  |  | (915,911 | ) |  |  | 3.91 |  |  |  | (589,355 | ) |  |  | 2.26 |
Forfeited, expired or cancelled |  |  | (1,645,571 | ) |  |  | 12.51 |  |  |  | (489,810 | ) |  |  | 14.36 |  |  |  | (151,190 | ) |  |  | 17.46 |
Outstanding at end of year |  |  | 7,690,297 |  |  |  | 6.33 |  |  |  | 7,702,309 |  |  |  | 8.15 |  |  |  | 7,216,041 |  |  |  | 8.42 |
Exercisable at end of year |  |  | 5,604,615 |  |  | $ | 6.93 |  |  |  | 4,908,925 |  |  | $ | 9.98 |  |  |  | 4,814,926 |  |  | $ | 11.14 |
Weighted-average grant-date fair value |  |  |  |  |  | $ | 2.60 |  |  |  |  |  |  | $ | 4.49 |  |  |  |  |  |  | $ | 2.27 |
The aggregate intrinsic value of stock options exercised in 2015, 2014, and 2013 was $0.4 million, $2.9 million, and $1.7 million, respectively. As of December 31, 2015, there were 7,486,402 stock options vested and expected to vest with a weighted average exercise price per share of $6.37, aggregate intrinsic value of $13,000, and a weighted average remaining contractual term of 6.3 years. As of December 31, 2015, there were 5,604,615 stock options exercisable with an aggregate intrinsic value of $10,000 and a weighted average remaining contractual term of 5.7 years. As of December 31, 2015, $4.8 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 2.2 years. Restricted Stock Units RSUs generally vest over three years for employees and one year for directors. In 2015, the Company granted certain RSUs with a one-year vesting period. RSUs held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest on the earlier of scheduled vest date or the date of retirement. Unvested RSU activity for the year ended December 31, 2015 is summarized below:
|  |  |  |  |  | Weighted- |
|  | Number of |  |  | Average Grant- |
|  | Shares |  |  | Date Fair Value |
Unvested balance at January 1, 2015 |  |  | 1,953,879 |  |  | $ | 5.46 |
Granted |  |  | 2,113,432 |  |  |  | 3.25 |
Vested |  |  | (1,184,147 | ) |  |  | 4.64 |
Forfeited |  |  | (757,403 | ) |  |  | 4.48 |
Unvested balance at December 31, 2015 |  |  | 2,125,761 |  |  | $ | 4.07 |
The total grant-date fair value of RSUs that vested in 2015, 2014 and 2013 was $5.5 million, $3.9 million and $1.6 million, respectively. As of December 31, 2015, $4.9 million of total unrecognized compensation expense related to employee RSUs was expected to be recognized over a weighted average period of 1.5 years. Stock-based Compensation Expense The fair value of stock options granted during the years ended December 31, 2015, 2014, and 2013, was estimated based on the following weighted average assumptions for:
|  | Year Ended December 31, |
|  | 2015 |  |  | 2014 |  |  | 2013 |
Dividend yield |  |  | 0 | % |  |  | 0 | % |  |  | 0 | %
Expected volatility |  |  | 84 | % |  |  | 92 | % |  |  | 92 | %
Risk-free interest rate |  |  | 1.40 | % |  |  | 1.72 | % |  |  | 0.89 | %
Expected term |  | 5.6 years |  |  | 5.6 years |  |  | 5.6 years |
The following table shows total stock-based compensation expense for stock options, RSUs and ESPP in the consolidated statements of comprehensive loss (in thousands):
|  | Year Ended December 31, |
|  | 2015 |  |  | 2014 |  |  | 2013 |
Research and development |  | $ | 5,022 |  |  | $ | 5,557 |  |  | $ | 2,358 |
Selling, general and administrative |  |  | 4,705 |  |  |  | 5,215 |  |  |  | 2,741 |
Total stock-based compensation expense |  | $ | 9,727 |  |  | $ | 10,772 |  |  | $ | 5,099 |

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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 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51659978&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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