Stock-Based Compensation

The 1999 Director Stock Option Plan, as amended (the “Director Plan”), provides for the grant of stock options to non-employee directors of the Company at an exercise price equal to the fair market value per share on the date of the grant. An aggregate of 1,975,000 shares have been approved and authorized for issuance pursuant to the Director Plan. A total of 2,634,798 options have been granted to non-employee directors through December 31, 2016 and 807,782 of those have been forfeited through December 31, 2016 and returned to the option pool for future issuance. The options granted under the Director Plan vest in full one year after their respective grant dates and have a maximum term of ten years. As of December 31, 2016, there were 650,000 shares of common stock options outstanding. As of December 31, 2016, the 147,984 options available were transferred to a plan that has superseded the Director Plan, as discussed further in this section.

The 1999 Stock Incentive Plan, as amended (“1999 Plan”), replaced all previously authorized employee stock option plans, and no additional options may be granted under those previous plans. Under the 1999 Plan, options or stock awards may be granted to all of the Company’s employees, officers, directors, consultants and advisors to purchase a maximum of 3,200,000 shares of common stock. However, pursuant to the terms of the 1999 Plan, no awards may be granted after March 16, 2009. A total of 2,892,500 options, having a maximum term of ten years, have been granted at 100% of the fair market value of the Company’s common stock at the date of grant. Options outstanding under the 1999 Plan are generally exercisable in cumulative increments over four years commencing one year from date of grant.

On June 26, 2009, the Board of Directors adopted, and the Company’s stockholders subsequently approved by partial written consent, the IGI Laboratories, Inc. 2009 Equity Incentive Plan (the “2009 Plan”). The 2009 Plan became effective on July 29, 2009. The 2009 Plan allows the Company to continue to grant options and restricted stock, as under the 1999 Plan, but also authorizes the Board of Directors to grant a broad range of other equity-based awards, including stock appreciation rights, restricted stock units ("RSUs") and performance awards. The 2009 Plan has been created, pursuant to and consistent with the Company’s current compensation philosophy, to assist the Company in attracting, retaining and rewarding designated employees, directors, consultants and other service providers of the Company and its subsidiaries and affiliates, in a manner that will be cost efficient to the Company from both an economic and financial accounting perspective. On April 12, 2010, the Board of Directors adopted, and the Company’s stockholders subsequently approved, an amendment and restatement of the 2009 Plan to increase the number of shares of Common Stock available for grant under such plan by adding 2,000,000 shares of Common Stock. The 2009 Plan, as amended on May 29, 2010, authorizes up to 5,000,000 shares of the Company’s common stock for issuance pursuant to the terms of the 2009 Plan. The maximum number of shares that may be subject to awards made to any individual in any single calendar year under the 2009 Plan is 1,000,000 shares. As of December 31, 2016, there were 179,900 RSUs outstanding, 1,341,746 shares of stock outstanding, and 3,216,369 shares of common stock options outstanding. As of December 31, 2016, the 92,883 options available were transferred to a plan that has superseded the 2009 Plan, as discussed further in this section.

On May 25, 2016, the Board of Directors approved the Company's 2016 Equity Incentive Plan (the "2016 Plan"). The 2016 Plan provides for the issuance of awards of up to 2,000,000 shares of the Company's common stock, plus any shares of common stock that are represented by awards granted under our Director Plan and 2009 Plan that are forfeited, expire or are canceled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company on or after May 25, 2016. Generally, shares of common stock reserved for awards under the 2016 Plan that lapse or are canceled, will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant. The 2016 Plan provides that no participant may receive awards for more than 1,000,000 shares of common stock in any fiscal year. As the 2016 Plan supersedes both the Director Plan and the 2009 Plan, any available shares from both are now incorporated into the 2016 Plan. As of December 31, 2016, there were 20,000 shares of common stock outstanding and options to purchase 239,000 shares of common stock outstanding. As of December 31, 2016, there were a total of 1,981,867 shares of common stock available under the 2016 Plan.

As of December 31, 2016, there were options to purchase 4,105,369 shares of common stock outstanding collectively in the Director Plan, 2009 Plan, and the 2016 Plan.

In the interest of maintaining consistency with the Company's 2016 Equity Incentive Plan, on March 13, 2017, the Company entered into (i) an amendment to the option agreements governing each option grant currently outstanding under the Company's 2009 Equity Incentive Plan, and (ii) an amendment to the restricted stock unit, or RSU, agreements governing each RSU grant currently outstanding under the 2009 Plan. The amendments provide for the automatic vesting upon a change of control of the Company of each option grant and RSU grant, as applicable, outstanding under the 2009 Plan. The forms of amendment are attached hereto as Exhibits 10.31 and 10.32, respectively, and are incorporated by reference herein.

Stock Options

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing formula that uses assumptions noted in the following table. Expected volatilities and risk-free interest rates are based upon the expected life of the grant.



Assumptions	2016		2015		2014
Expected dividends	0	%	0	%	0	%
Risk free rate	1.14	%	1.11	%	0.74% – 1.2%
Expected volatility	68.0% - 71.3%		52.7% - 68.3%		44.0% - 53.0%
Expected term (in years)	3.1 – 3.3 years		3.2 – 3.3 years		3.2 - 3.3 years

Estimated volatility was calculated using the historical volatility of the Company’s stock over the expected life of the options. The expected life of the options was estimated based on the Company’s historical data. The forfeiture rates are estimated based on historical employment/directorship termination experience. The risk free interest rate is based on U.S. Treasury yields for securities with terms approximating the terms of the grants. The assumptions used in the Black-Scholes option valuation model are highly subjective, and can materially affect the resulting valuation.

Stock option transactions in each of the past three years under the aforementioned plans in total were:



	Shares		Exercise Price Per Share	Weighted Average Exercise Price
January 1, 2014 shares issuable under options	2,643,500		$ .55 - $3.03	$	1.12
Granted	397,500		2.96 - 10.55	5.89
Exercised	(443,166	)	.55 - 1.95	1.15
Expired	—		—	—
Forfeited	(161,000	)	1.10 - 5.65	2.71
December 31, 2014 shares issuable under options	2,436,834		.76 - 10.55	1.79
Granted	1,357,000		5.55 - 10.67	9.20
Exercised	(75,766	)	.76 - 3.62	1.10
Expired	—		—	—
Forfeited	(125,334	)	1.40 – 10.67	8.99
December 31, 2015 shares issuable under options	3,592,734		.79 - 10.67	4.36
Granted	739,135		4.72 - 8.81	7.26
Exercised	(61,834	)	1.10 - 6.51	1.54
Expired	—		—	—
Forfeited	(164,666	)	4.55 - 10.67	8.37
December 31, 2016 shares issuable under options	4,105,369		$ .79 - $10.67	4.76

The following table summarizes information concerning outstanding and exercisable options as of December 31, 2016:



	Options Outstanding				Options Exercisable
Range of Exercise Price	Number of Options	Weighted Average Remaining Life (Years )	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
$0.79 to $1.00	50,000	3.01	$	0.79	50,000	$	0.79
1.01 to 1.50	1,808,400	5.11	1.07		1,808,400	1.07
1.51 to 10.67	2,246,969	8.35	7.82		805,803	7.15

$0.79 to $10.67	4,105,369	6.86	$	4.76	2,664,203	$	2.90

The following table summarizes information concerning outstanding and exercisable options as of December 31, 2015:



	Options Outstanding				Options Exercisable
Range of Exercise Price	Number of Options	Weighted Average Remaining Life (Years )	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
$0.79 to $1.00	50,000	4.01	$	0.79	50,000	$	0.79
1.01 to 1.50	1,862,400	6.14	1.07		1,851,400	1.07
1.51 to 10.67	1,680,334	8.96	8.10		289,997	4.02

$0.79 to $10.67	3,592,734	7.43	$	4.36	2,191,397	$	1.45

The following table summarizes information concerning outstanding and exercisable options as of December 31, 2014:



	Options Outstanding				Options Exercisable
Range of Exercise Price	Number of Options	Weighted Average Remaining Life (Years )	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
$0.76 to $1.00	97,000	3.04	$	0.78	97,000	$	0.78
1.01 to 1.50	1,887,500	7.14	1.07		1,448,664	1.08
1.51 to 10.55	452,334	8.68	5.02		110,333	1.78

$0.76 to $10.55	2,436,834	7.26	$	1.79	1,655,997	$	1.11

The Company has recorded an aggregate of $2.3 million, $1.7 million and $0.3 million related to its stock option based expenses in cost of sales, product development and research expenses, and selling, general and administrative expenses on the accompanying Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014, respectively.

The aggregate intrinsic value of options outstanding was $11.5 million at December 31, 2016, $17.4 million at December 31, 2015 and $17.1 million at December 31, 2014. The aggregate intrinsic value of the options exercisable was $11.3 million at December 31, 2016, $16.3 million at December 31, 2015 and $12.7 million at December 31, 2014. The total intrinsic value of the options exercised during 2016, 2015 and 2014 was $0.3 million, $0.6 million and $3.4 million, respectively.

A summary of non-vested options at December 31, 2016 and changes during the year ended December 31, 2016 is presented below:



	Options		Weighted Average Grant Date Fair Value
Non-vested options at January 1, 2016	1,401,337		$	3.60
Granted	739,135		3.45
Vested	(574,469	)	3.46
Forfeited	(124,837	)	3.42
Non-vested options at December 31, 2016	1,441,166		$	3.58

As of December 31, 2016, there was $3.4 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements under the Plan. The costs will be recognized through December 2018.

Restricted Stock and RSUs

The Company periodically grants restricted stock and RSU awards to certain officers and other employees that typically vest one to three years from their grant date. On December 30, 2013, in accordance with the terms of the employment agreement between Jason Grenfell-Gardner, President and CEO, and the Company executed on July 30, 2012, a restricted stock award in the amount of 325,000 shares was granted to Jason Grenfell-Gardner, with one third of the shares of restricted stock vested on December 31, 2013, and the remaining two thirds of the shares of restricted stock vesting in equal amounts on July 30, 2014 and July 30, 2015. The Company recognized $0.8 million, $0.6 million and $0.5 million, respectively, of compensation expense during the years ended December 31, 2016, 2015 and 2014 related to restricted stock awards and RSUs. Stock compensation expense is recognized over the vesting period of the restricted stock and RSUs. At December 31, 2016, the Company had approximately $1.0 million of total unrecognized compensation cost related to non-vested restricted stock and RSUs, all of which will be recognized through September 2018.

A summary of non-vested shares of restricted stock and changes during each of the past three years is as follows:



	Number of Restricted Stock		Weighted Average Issuance Price
Non-vested balance at January 1, 2014	246,001		$	2.64

Changes during the period:
Shares granted	—		—
Shares vested	(137,667	)	2.46
Shares forfeited	—
Non-vested balance at January 1, 2015	108,334		$	2.86

Changes during the period:
Shares granted	32,500		10.67
Shares vested	(140,834	)	4.66
Shares forfeited	—
Non-vested balance at December 31, 2015	—		$	—

There has been no activity in the year ended 2016. A summary of non-vested RSUs and changes during each of the past three years is as follows:



	Number of RSUs		Weighted Average Issuance Price
Non-vested balance at January 1, 2015	—		$	—

Changes during the period:
Shares granted	230,250		10.32
Shares vested	(32,500	)	10.67
Shares forfeited	(15,000	)	10.67
Non-vested balance at December 31, 2015	182,750		$	10.23

Changes during the period:
Shares granted	58,068		7.50
Shares vested	(60,918	)	10.13
Shares forfeited	—		—
Non-vested balance at December 31, 2016	179,900		$	9.35

There was no RSU activity for the year ended December 31, 2014.