Stock Plans

The Company has two active stock-based compensation plans as of March 31, 2017: the 2004 Employee Stock Purchase Plan and the 2013 Omnibus Equity Incentive Plan under which incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units can be granted to employees and non-employee directors.

The Company generally issues the majority of employee stock compensation grants in the first quarter of the year; other grants issued during the year are typically for new employees or non-employee directors.

Stock Options

During the three and three months ended March 31, 2017 and 2016, no stock options were granted. Compensation expense recognized for stock options for the three months ended March 31, 2017 and 2016 was $51,000 and $82,000, respectively.

Restricted Stock Awards

Beginning in 2014, the Company ceased granting restricted stock awards (“RSAs”) and began granting restricted stock units (“RSUs”) to employees as part of its annual equity incentive award program, therefore, no restricted stock awards were issued during the three months ended March 31, 2017 and 2016. During the three months ended March 31, 2017 and 2016, compensation expense recognized for RSAs was $0.1 million and $(0.3) million, respectively. During the first quarter of 2016, there were significant reversals of previously recorded expense due to terminations under the Company’s 2015 restructuring plan as well as other employee terminations.

Restricted Stock Units

Non-employee directors receive annual RSU awards, normally in February of each year, as part of their annual retainer compensation. These awards vest one year from the date of grant provided the non-employee director provides continued service. Additionally, new directors normally receive RSUs upon their election to the board. The Company also grants RSUs to employees as part of its annual equity incentive award program, with vesting typically in equal annual installments over four years of continuous service. Additionally, the Company grants performance-based restricted stock units (“PSUs”) to executives with vesting contingent on continued service and achievement of specified performance objectives or stock price performance. Each restricted stock unit represents the right to receive one unrestricted share of the Company’s common stock upon vesting.

During the three months ended March 31, 2017, the Company granted 969,713 RSUs of which 666,713 were service-based RSUs with an average grant date fair value of $5.44 per share and 303,000 were PSUs with an average grant date fair value of $7.20 per share. During the three months ended March 31, 2016, the Company granted 1,035,214 RSUs of which 732,827 were service-based RSUs with an average grant date value of $5.67 per share and 302,387 were PSUs with an average grant date fair value of $7.54 per share.

For the three months ended March 31, 2017 and 2016, PSUs granted included 303,000 and 286,495 market-condition restricted stock units, respectively. The market-condition PSUs will vest based on the level of the Company’s stock price performance against a determined market index over one, two and three year performance periods. The market-condition PSUs have the potential to vest between 0% and 200% depending on the Company’s stock price performance and the recipients must remain employed through the end of each performance period in order to vest. The fair value of the market-condition PSUs granted was calculated using a Monte Carlo valuation model with the following assumptions:



	Three Months Ended March 31,
	2017		2016
Expected dividend yield	—	%	—	%
Expected volatility	53	%	62	%
Risk-free interest rate	1.55	%	1.07	%
Expected term (in years)	2.8		3.0

The following table summarizes the amount of compensation expense recognized for RSUs for the three months ended March 31, 2017 and 2016 (in thousands):



	Three Months Ended March 31,
RSU Type	2017		2016
Service-based	$	667	$	533
Performance objectives	6		12
Market-condition	192		191
	$	865	$	736

Employee Stock Purchase Plan

The 2004 Employee Stock Purchase Plan (“ESPP”) permits substantially all employees to purchase common stock through payroll deductions, at 85% of the lower of the trading price of the stock at the beginning or at the end of each six month offering period. The number of shares purchased is based on participants’ contributions made during the offering period.

Compensation expense recognized for the ESPP was $34,000 and $82,000, respectively, for the three months ended March 31, 2017 and 2016. The fair value of the ESPP shares for the three and three months ended March 31, 2017 and 2016 was estimated using the Black-Scholes valuation model for a call and a put option with the following weighted-average assumptions:



	Three Months Ended March 31,
	2017			2016
Expected dividend yield	—		%	—		%
Expected volatility	29		%	60		%
Risk-free interest rate	0.62		%	0.49		%
Expected term (in years)	0.5			0.5
Fair value per share	$	1.19		$	2.27

Bonuses Settled in Stock

On January 15, 2016, the Compensation Committee of the Board of Directors of the Company adopted the Maxwell Technologies, Inc. Incentive Bonus Plan to enable participants to earn annual incentive bonuses based upon achievement of specified financial and strategic performance objectives. The Company may settle bonuses earned under the plan in either cash or stock, and currently intends to settle the majority of bonuses earned under the plan in stock. During the first quarter of 2017, the Company settled $1.2 million of bonuses earned under the plan for the 2016 performance period with 142,582 shares of fully vested common stock and 89,730 fully vested restricted stock units. An additional $0.3 million of bonuses earned for the 2016 performance period are recorded in “accrued employee compensation” in the Company’s condensed consolidated balance sheet at March 31, 2017.

The Company recorded $0.5 million and $0.6 million of stock compensation expense related to the bonus plan during the three months ended March 31, 2017 and 2016, respectively.

Stock-Based Compensation Expense

Stock-based compensation cost included in cost of revenue; selling, general and administrative expense; and research and development expense is as follows (in thousands):



	Three Months Ended March 31,
	2017		2016
Cost of revenue	$	193	$	235
Selling, general and administrative	1,069		671
Research and development	276		297
Total stock-based compensation expense	$	1,538	$	1,203