ACHN 2018 Proxy Statement

(5) Represents payment for the continuation of medical and dental benefit coverage equal to the share of the premium for such coverage currently paid by us until the earlier of the end of the 12 th month after the executive’s employment ends or the date the covered individual’s COBRA continuation coverage expires, except in the case of Dr. Deshpande for whom the amount represents 18 months of coverage. For purposes of this table, we have calculated the value of the continuation of benefits based on premium amounts as of December 29, 2017. Dr. Deshpande is not enrolled in the Company’s medical and dental plans. (6) These awards would become vested and the value of the acceleration would be equal to the shares multiplied by the excess of the then current stock price over the exercise price of the options. For purposes of this table, we have calculated the value of the acceleration using the closing price of our common stock on December 29, 2017, or $2.88 per share. (7) Represents the acceleration of vesting as to 50% of the original number of common shares subject to options held by the executive. (8) Represents the acceleration of vesting as to 25% of the original number of common shares subject to options held by the executive. (9) Represents the acceleration of vesting as to 100% of the original number of common shares subject to options held by the executive. Securities Authorized for Issuance Under Our Equity Incentive Plans The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2017. Equity Compensation Plan Information Plan Category Number of securities to be issued upon exercise of outstanding options (a) Weighted average exercise price of outstanding options (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,029,861(1) $6.38(2) 6,779,735(3) Equity compensation plans not approved by security holders . . . . . . . . . . . . . . . . . . . . . . . . . 130,000(4) 4.83(2) — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,159,861 6,779,735 (1) Includes shares of our common stock issuable upon exercise of options to purchase common stock awarded under our 2006 Plan and our 2015 Plan. (2) Only stock option awards were used in computing the weighted average exercise price. (3) Includes 5,188,859 shares of our common stock available for issuance under our 2015 Plan and 1,590,876 shares of common stock available for issuance under our 2006 Employee Stock Purchase Plan, as amended on June 2, 2015. (4) Consists of the inducement grant to Avner Ingerman, M.D. in connection with the commencement of his employment in September 2017. These stock options were granted pursuant to a NASDAQ inducement grant exception in accordance with Nasdaq Listing Rule 5635(c)(4). Compensation of Directors In January 2016, the Compensation Committee reviewed the Director Compensation Policy using a competitive analysis prepared by Radford and competitive data from similar companies and amended the compensation framework from a meeting fee structure to a retainer-based structure. Additionally, our directors are reimbursed for reasonable out-of-pocket expenses incurred to attend Board of Directors and committee meetings. 52