STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2012

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

(11) STOCK-BASED COMPENSATION

        The Company has the following stock-based compensation plans: the 2004 Employee Stock Purchase Plan (the "2004 ESPP Plan"), the 2008 Stock Option and Incentive Plan (the "2008 Plan"), Celldex Research's 2005 Equity Incentive Plan (the "Celldex Research 2005 Plan") and CuraGen 2007 Stock Plan (the "CuraGen 2007 Plan"). There are no shares available for future grant under the Celldex Research 2005 Plan and CuraGen 2007 Plan.

Employee Stock Purchase Plan

        At December 31, 2012, a total of 62,500 shares of common stock are reserved for issuance under the 2004 ESPP Plan. Under the 2004 ESPP Plan, each participating employee may purchase shares of common stock through payroll deductions at a purchase price equal to 85% of the lower of the fair market value of the common stock at either the beginning of the offering period or the applicable exercise date. During the years ended December 31, 2012 and 2011, the Company issued 5,935 and 6,627 shares under the 2004 ESPP Plan, respectively. At December 31, 2012, 38,447 shares were available for issuance under the 2004 ESPP Plan.

Employee Stock Option and Incentive Plan

        The 2008 Plan permits the granting of incentive stock options (intended to qualify as such under Section 422A of the Internal Revenue Code of 1986, as amended), non-qualified stock options, stock appreciation rights, performance share units, restricted stock and other awards of restricted stock in lieu of cash bonuses to employees, consultants and non-employee directors.

        At December 31, 2012, the 2008 Plan allowed for a maximum of 7,400,000 shares of common stock to be issued for grants of Stock Options and other Awards made prior to March 7, 2018 and grants of Incentive Stock Options made prior to October 20, 2017. The Company's board of directors determines the term of each option, option price, and number of shares for which each option is granted and the rate at which each option vests. Options generally vest over a period not to exceed four years. The term of each option cannot exceed ten years (five years for options granted to holders of more than 10% of the voting stock of the Company) and the exercise price of stock options cannot be less than the fair market value of the common stock at the date of grant (110% of fair market value for incentive stock options granted to holders of more than 10% of the voting stock of the Company). Vesting of all employee and non-employee director stock option awards is accelerated upon a change in control as defined in the 2008 Plan.

        A summary of stock option activity for the year ended December 31, 2012 is as follows:

	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (In Years)
Options Outstanding at December 31, 2011		4,459,034		$	6.08		6.9
Granted		1,144,484		$	5.83
Exercised		(52,652	)	$	2.83
Canceled		(201,056	)	$	8.22
Options Outstanding at December 31, 2012		5,349,810		$	5.98		7.0
Options Vested and Expected to Vest at December 31, 2012		5,279,983		$	5.99		6.9
Options Exercisable at December 31, 2012		3,306,468		$	6.71		5.7
Shares Available for Grant under the 2008 Plan		3,352,081

        The total intrinsic value of stock options exercised during the years ended December 31, 2012, 2011 and 2010 was $0.2 million, $0.03 million and $1.0 million, respectively. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2012, 2011 and 2010 was $3.67, $1.83 and $2.82, respectively. The total fair value of stock options vested during the years ended December 31, 2012, 2011 and 2010 was $2.1 million, $2.6 million and $2.5 million, respectively.

        The aggregate intrinsic value of stock options outstanding at December 31, 2012 was $7.5 million. The aggregate intrinsic value of stock options vested and expected to vest at December 31, 2012 was $7.4 million. As of December 31, 2012, total compensation cost related to non-vested employee and non-employee director stock options not yet recognized was approximately $5.2 million, net of estimated forfeitures, which is expected to be recognized as expense over a weighted average period of 2.9 years.

Restricted Stock

        A summary of restricted stock activity under the 2008 Plan for the year ended December 31, 2012 is as follows:

	Shares			Weighted Average Grant Date Fair Value (per share)
Outstanding and unvested at December 31, 2011		6,000		$	3.24
Granted		12,000		$	4.50
Vested		(12,000	)	$	3.87
Canceled		—			—
Outstanding and unvested at December 31, 2012		6,000		$	4.50

Valuation and Expenses Information

        Stock-based compensation expense for the years ended December 31, 2012, 2011 and 2010 was recorded as follows:

	2012		2011		2010
	(In thousands)
Research and development	$	1,415	$	1,412	$	1,625
General and administrative		883		930		1,177
Total stock-based compensation expense	$	2,298	$	2,342	$	2,802

        The fair values of employee stock options granted during the years ended December 31, 2012, 2011 and 2010 were valued using the Black-Scholes option-pricing model with the following assumptions:

	Year Ended December 31, 2012	Year Ended December 31, 2011	Year Ended December 31, 2010
Expected stock price volatility	70 - 72%	68 - 70%	65 - 67%
Expected option term	6.0 Years	6.0 Years	6.2 Years
Risk-free interest rate	0.9 - 1.4%	1.4 - 2.9%	1.8 - 3.2%
Expected dividend yield	None	None	None