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Equity-Based Compensation
3 Months Ended
Mar. 31, 2014
Equity-Based Compensation  
Equity-Based Compensation

M.            Equity-Based Compensation

 

We currently maintain two equity compensation plans, including our Third Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, and our Amended and Restated 2000 Stock Plan, or the 2000 Plan. During the three months ended March 31, 2014, we also granted equity to certain newly hired executive officers through inducement grants outside of these plans.

 

Third Amended and Restated 2007 Equity Incentive Plan

 

Our 2007 Plan was originally approved by our stockholders in November 2007. In each of May 2009, May 2010, and May 2013 our stockholders approved proposals to amend and restate our 2007 Plan to, among other things, increase the number of shares authorized for issuance thereunder by 600,000, 800,000 and 1,100,000 shares, respectively.

 

As of March 31, 2014, we have granted options and RSUs covering 7,076,175 shares of common stock under our 2007 Plan, of which 2,712,957 stock options and 661,811 RSUs have expired or terminated, and of which 210,524 options have been exercised and 500,871 shares of common stock have been issued pursuant to RSUs that became fully vested. The number of options and RSUs outstanding under this plan as of March 31, 2014, was 2,684,438 and 305,574, respectively. The remaining number of shares available for future grants as of March 31, 2014 was 1,514,760, not including shares subject to outstanding awards under the 2000 Plan, which will be added to the total number of shares available for issuance under the 2007 Plan to the extent that such awards expire or terminate for any reason prior to exercise. All outstanding stock options granted under our 2007 Plan have an exercise price equal to the closing price of a share of our common stock on the grant date and have either a seven or ten-year term.

 

Amended and Restated 2000 Stock Plan

 

Our 2000 Plan provided for the grant of options and other equity-based awards to our directors, officers, employees and consultants. The terms and conditions of each such grant, including, but not limited to, the number of shares, the exercise price, term of the option/award and vesting requirements, were determined by our Board or the Compensation Committee of our Board. As of March 31, 2014, we have granted stock options and RSUs covering 2,182,700 shares of common stock under the 2000 Plan, of which 984,339 stock options and 1,500 RSUs have expired or terminated, and of which 1,052,045 stock options have been exercised and 42,500 shares of common stock have been issued pursuant to RSUs that became fully vested. The remaining number of shares underlying outstanding stock options which were issued pursuant to our 2000 Plan as of March 31, 2014, was 102,316. There were no remaining restricted RSUs which were issued pursuant to our 2000 Plan as of March 31, 2014. All outstanding stock options granted under the 2000 Plan have an exercise price equal to the closing price of our common stock on the grant date and have a ten year term. In November 2007, the 2000 Plan was succeeded by our 2007 Plan and, accordingly, no further grants may be made under this plan. Any shares that remained available for issuance under the 2000 Plan as of the date of adoption of the 2007 Plan are included in the number of shares that may be issued under the 2007 Plan. Any shares subject to outstanding awards granted under the 2000 Plan that expire or terminate for any reason prior to exercise will be added to the total number of shares available for issuance under the 2007 Plan.

 

Other Equity Compensation Grants

 

During the three months ended March 31, 2014, our Board granted options to purchase 90,000 shares of our common stock to certain members of our senior management to induce them to accept employment with us. These 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. The options will be exercisable in four equal annual installments beginning on the first anniversary of the respective grant dates. In addition, during the three months ended March 31, 2014, our Board granted 35,000 RSUs to certain members of our senior management to induce them to accept employment with us. These grants will vest in four 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 2007 Plan as permitted under the NASDAQ Global Market 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.

 

Equity-based compensation expense

 

Equity-based compensation expense for the three months ended March 31, 2014 and 2013, consisted of the following (in thousands):

 

 

 

Three Months Ended March 31

 

 

 

2014

 

2013

 

Cost of product sales

 

$

28

 

$

23

 

Research and development

 

449

 

932

 

Selling, general and administrative

 

1,453

 

1,328

 

Total equity-based compensation expense

 

$

1,930

 

$

2,283

 

 

We reduce the compensation expense being recognized to account for estimated forfeitures, which we estimate based primarily on historical experience, adjusted for unusual events such as corporate restructurings, which may result in higher than expected turnover and forfeitures. Under current accounting guidance, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.