We currently maintain three equity compensation plans, namely our 2019 Equity Incentive Plan (the “2019 Plan”), which was approved by our stockholders at our 2019 annual meeting and replaced our Fourth Amended and Restated 2007 Equity Incentive Plan, as amended (the “2007 Plan”), the Lumara Health Inc. Amended and Restated 2013 Incentive Compensation Plan (the “Lumara Health 2013 Plan”) and our 2015 Employee Stock Purchase Plan (“2015 ESPP”). All outstanding stock options granted under each of our equity compensation plans other than our 2015 ESPP (discussed below) have an exercise price equal to the closing price of a share of our common stock on the grant date.

Our 2019 Plan succeeded our 2007 Plan, which has expired and under which no further grants may be made. The number of shares available for future grants under the 2019 Plan consists of the sum of (i) the number of shares that remained available for issuance under the 2007 Plan as of the date of adoption of the 2019 Plan and (ii) an additional 2,161,000 shares. All outstanding awards granted under the 2007 Plan will remain subject to the terms of the 2007 Plan. In addition, any shares subject to outstanding awards granted under the 2007 Plan that expire or terminate for any reason prior to exercise will be added to the total number of shares of our stock available for issuance under the 2019 Plan. The allotted number of shares available for issuance under the 2019 Plan was 3,519,304 as of December 31, 2019 and there were 2,828,030 shares remaining available for future issuance under the 2019 Plan. As of December 31, 2019, all outstanding options under both the 2019 Plan and 2007 Plan have a ten-year term.

In November 2014, we assumed the Lumara Health 2013 Plan in connection with the acquisition of Lumara Health. The total number of shares issuable pursuant to awards under this plan as of the effective date of the acquisition and after taking into account any adjustments as a result of the acquisition, was 200,000 shares. As of December 31, 2019, there were 9,817 shares remaining available for issuance under the Lumara Health 2013 Plan, which are available for grants to certain employees, officers, directors, consultants, and advisers of AMAG and our subsidiaries who are newly-hired or who previously performed services for Lumara Health. All outstanding options under the Lumara Health 2013 Plan have a ten-year term.

The 2019 Plan, 2007 Plan and the Lumara Health 2013 Plan provide for the grant of stock options, RSUs, restricted stock, stock, stock appreciation rights and other equity interests in our company. We generally issue common stock from previously authorized but unissued shares to satisfy option exercises and RSU awards. The terms and conditions of each award are determined by our Board of Directors (the “Board”) or the Compensation Committee of our Board. The terms and conditions of each award assumed in the acquisition of Lumara Health were previously determined by Lumara Health prior to being assumed in connection with the acquisition, subject to applicable adjustments made in connection with such acquisition.

In May 2015, our stockholders approved our 2015 ESPP, which authorizes the issuance of up to 200,000 shares of our common stock to eligible employees. In June 2018, at our annual meeting of stockholders, our stockholders approved an amendment to our 2015 ESPP to increase the maximum number of shares of our common stock that will be made available for sale thereunder by 500,000 shares. The terms of the 2015 ESPP permit eligible employees to purchase shares (subject to certain plan and tax limitations) in semi-annual offerings through payroll deductions of up to an annual maximum of 10% of the employee’s “compensation” as defined in the 2015 ESPP. Shares are purchased at a price equal to 85% of the fair market value of our common stock on either the first or last business day of the offering period, whichever is lower. Plan periods consist of six-month periods typically commencing June 1 and ending November 30 and commencing December 1 and ending May 31. As of December 31, 2019, 445,713 shares have been issued under our 2015 ESPP.

During 2019, we also granted equity through inducement grants outside of our equity compensation plans to certain employees to induce them to accept employment with us (collectively, “Inducement Grants”). The options were granted at an exercise price equal to the fair market value of a share of our common stock on the respective grant dates and will be exercisable in four equal annual installments beginning on the first anniversary of the respective grant dates. The RSU grants will vest in three equal annual installments beginning on the first anniversary of the respective grant dates. The foregoing grants were made pursuant to inducement grants outside of our stockholder approved equity plans as permitted under the NASDAQ Stock Market listing rules. We assessed the terms of these awards and determined there was no possibility that we would have to settle these awards in cash and therefore, equity accounting was applied.



	2019 Equity		2007 Equity		2013 Lumara		Inducement
	Plan		Plan		Equity Plan		Grants		Total
Outstanding at December 31, 2018	—		2,781,786		124,450		810,343		3,716,579
Granted	479,212		465,009		37,000		80,366		1,061,587
Exercised	—		(2,025	)	—		—		(2,025	)
Expired or terminated	(6,800	)	(659,304	)	(29,675	)	(194,545	)	(890,324	)
Outstanding at December 31, 2019	472,412		2,585,466		131,775		696,164		3,885,817



	2019 Equity		2007 Equity		2013 Lumara		Inducement
	Plan		Plan		Equity Plan		Grants		Total
Outstanding at December 31, 2018	—		1,041,141		2,101		85,293		1,128,535
Granted	132,542		1,023,847		1,100		29,385		1,186,874
Vested	—		(358,362	)	(1,034	)	(44,909	)	(404,305	)
Expired or terminated	(3,800	)	(299,321	)	—		(28,546	)	(331,667	)
Outstanding at December 31, 2019	128,742		1,407,305		2,167		41,223		1,579,437

In February 2019, March 2018 and February 2017, we granted RSUs under our 2007 Plan to certain members of our senior management covering a maximum of 365,591, 206,250 and 191,250 shares of common stock, respectively. These performance-based RSUs will vest, if at all, on February 24, 2022, March 1, 2021 and February 22, 2020, respectively, based on our total shareholder return (“TSR”) performance measured against the median TSR of a defined group of companies over a three-year period. As of December 31, 2019, the maximum shares of common stock that may be issued under these awards was 325,091, 155,250 and 131,250, respectively. The maximum aggregate total fair value of these RSUs at December 31, 2019 was $4.2 million, $2.9 million and $2.6 million, respectively, which is being recognized as expense over a period of three years from the date of grant, net of any estimated and actual forfeitures.



	Years Ended December 31,
	2019		2018		2017
Cost of product sales	$	871	$	802	$	884
Research and development	2,844		2,533		3,225
Selling, general and administrative	14,818		16,614		16,187
Total equity-based compensation expense	18,533		19,949		20,296
Income tax effect	—		—		(6,188		)
After-tax effect of equity-based compensation expense	$	18,533	$	19,949	$	14,108

In addition to the equity-based compensation expense presented in the table above, we incurred $0.7 million of equity-based compensation expense related to the restructuring activities during the first quarter of 2019, which is classified within restructuring expense on our consolidated statements of operations for the year ended December 31, 2019.



	Years Ended December 31,
	2019		2018		2017
		Non-Employee		Non-Employee		Non-Employee
	Employees	Directors	Employees	Directors	Employees	Directors
Risk free interest rate (%)	2.12	2.04	2.75	2.70	1.86	1.61
Expected volatility (%)	57	59	57	59	53	57
Expected option term (years)	5.0	4.0	5.0	4.0	5.0	4.0
Dividend yield	none	none	none	none	none	none

Risk free interest rates utilized are based upon published U.S. Treasury yields at the date of the grant for the expected option term. During 2019, 2018 and 2017, we estimated our expected stock price volatility by using the historical volatility of our own common stock price over the prior period equivalent to our expected option term, in order to better reflect expected future volatility. To compute the expected option term, we analyze historical exercise experience as well as expected stock option exercise patterns.



	December 31, 2019
	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value ($ in thousands)
Outstanding at beginning of year	3,716,579		$	24.81	7.3	$	—
Granted	1,061,587		12.71		—	—
Exercised	(2,025	)	14.56		—	—
Expired and/or forfeited	(890,324	)	22.93		—	—
Outstanding at end of year	3,885,817		$	21.94	6.8	$	776
Outstanding at end of year - vested and unvested expected to vest	3,799,575		$	22.12	6.8	$	701
Exercisable at end of year	2,242,727		$	25.76	5.5	$	116

The weighted average grant date fair value of stock options granted during 2019, 2018 and 2017 was $6.33, $10.76 and $9.52, respectively. A total of 728,758 stock options vested during 2019. The aggregate intrinsic value of options exercised during 2019, 2018 and 2017, excluding purchases made pursuant to our 2015 ESPP, measured as of the exercise date, was approximately $0.0 million, $0.6 million and $0.4 million, respectively. The intrinsic value of a stock option is the amount by which the fair market value of the underlying stock on a specific date exceeds the exercise price of the common stock option.



	December 31, 2019
	Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at beginning of year	1,128,535		$	23.42
Granted	1,186,874		15.65
Vested	(404,305	)	22.49
Forfeited	(331,667	)	19.71
Outstanding at end of year	1,579,437		$	18.60
Outstanding at end of year and expected to vest	1,462,952		$	18.88

The weighted average grant date fair value of RSUs granted during 2019, 2018 and 2017 was $15.65, $22.32 and $24.18, respectively. The total fair value of RSUs that vested during 2019, 2018 and 2017 was $9.1 million, $12.4 million and $12.3 million, respectively.

At December 31, 2019, the amount of unrecorded equity-based compensation expense for both option and RSU awards, attributable to future periods was approximately $28.1 million. Of this amount, $11.5 million was associated with stock options and is expected to be amortized on a straight-line basis to expense over a weighted average period of approximately 2.5 years, $12.3 million was associated with RSUs and is expected to be amortized on a straight-line basis to expense over a weighted average period of approximately 1.7 years, and $4.3 million was associated with performance-based RSUs and is expected to be amortized on a straight-line basis to expense over a weighted average period of approximately 1.5 years. Such amounts will be amortized primarily to research and development or selling, general and administrative expense. These future estimates are subject to change based upon a variety of future events, which include, but are not limited to, changes in estimated forfeiture rates, employee turnover, and the issuance of new stock options and other equity-based awards.