EMPLOYEE BENEFIT PLANS AND STOCK-BASED COMPENSATION | NOTE 15 — STOCKHOLDERS' EQUITY, EMPLOYEE BENEFIT PLANS AND STOCK-BASED COMPENSATION Preferred Stock The Company’s Board of Directors has the authority to issue up to 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the Company’s stockholders. At December 31, 2016 and 2015 , there was no preferred stock issued and outstanding. Stock-Based Compensation At December 31, 2016 , the Company has one stock-based employee compensation plan pursuant to which grants may be made: the Third Amended and Restated 2006 Equity Incentive Plan (Equity Incentive Plan) which was approved at the Company’s Annual Meeting on May 25, 2006 and amended at the Company’s Annual Meetings on each of May 21, 2009, May 17, 2012 and May 14, 2015. No further grants shall be made pursuant to the 2000 Long-Term Incentive Plan (2000 Plan), the 2001 Broad-Based Stock Option Plan (2001 Plan) or the 2006 Management Stock Purchase Plan (MSPP), which was terminated effective March 7, 2012. In addition, at December 31, 2016 , the Company has one plan pursuant to which discount purchases may be made by the participants in such plan: the Luminex Corporation Employee Stock Purchase Plan (ESPP), which was approved at the Company's Annual Meeting on May 17, 2012. Equity Incentive Plans Under the Company’s Equity Incentive Plan, certain employees, consultants and non-employee directors have been granted RSAs, restricted share units (RSUs) and options to purchase shares of common stock. The options, RSAs, and RSUs generally vest in installments over a three to five year period, and the options expire either seven or ten years after the date of grant. Under the Equity Incentive Plan, certain employees of, directors of, and consultants to the Company are eligible to be granted RSAs, RSUs, and options to purchase common stock. The ESPP provides for the granting of rights to certain employees of the Company to defer an elected percentage, up to 15% , of their base salary through the purchase of the Company's common stock, discounted by 15% . As of December 31, 2016 , there were approximately 4.0 million shares authorized for future issuance under the Company’s Equity Incentive Plan and approximately 158,000 shares eligible for purchase pursuant to the terms and conditions of the ESPP as more fully described below. The Equity Incentive Plan and the ESPP are administered by the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine the terms and conditions under which awards will be granted from the Equity Incentive Plan, including the number of shares, vesting schedule and term, as applicable. Any option exercise prices, as set forth in the Equity Incentive Plan, will be equal to the fair market value on the date of grant. Under certain circumstances, the Company may repurchase previously granted RSAs and RSUs. On March 19, 2013 the Compensation Committee of the Board adopted the 2013 Long Term Incentive Plan (2013 LTIP). Awards under the 2013 LTIP were granted by the Compensation Committee in the form of RSUs and are to be treated as Performance Awards under the Equity Incentive Plan. Grants of RSUs under the 2013 LTIP were initially unvested and represented the maximum amount of shares that participants may have received under the 2013 LTIP, assuming achievement of the maximum level of performance goals established for the grant, and subject to adjustment for certain transactions and other extraordinary or non-recurring events that may affect Luminex or its financial performance. On March 19, 2013, the Company’s former CEO was granted an award for an unvested RSU under the 2013 LTIP for up to $1,200,000 worth of shares (grant date fair value) of Luminex common stock, and the Company’s CFO was granted an award for an unvested RSU under the 2013 LTIP for up to $300,000 worth of shares (grant date fair value) of Luminex common stock. The actual maximum number of shares of 71,727 shares and 17,931 shares for the former CEO and CFO, respectively, were determined on March 19, 2013, based upon the closing price of the stock on that date. The performance goal under the grants was based on Luminex’s fully diluted earnings per share at the end of the performance period (Adjusted EPS Goal). Partial or complete achievement of the Adjusted EPS Goal was dependent upon Luminex's fully diluted earnings per share for the year ended December 31, 2015, as further described in the 2013 LTIP. The range of targets included a minimum threshold of $1.06 per share, a target of $1.18 per share, and a maximum goal of $1.36 per share. No shares were earned for this goal under the 2013 LTIP. Subsequent to 2013, no further grants of RSUs were made pursuant to a long term incentive plan. On March 22, 2016, the Compensation Committee approved an award of stock options (the “Performance Options”) to the Company’s named executive officers and certain other executives that vest over four years based on achievement of certain operating profit and revenue targets in 2016. The Performance Options have an exercise price equal to the closing market price for the Company’s common stock on the NASDAQ Global Select Market on the date of grant (March 22, 2016) and expire seven years from the date of grant. The Performance Options are measured over a performance period ending on December 31, 2016. Following the end of the fiscal year, the Committee will determine the number of Performance Options which remain eligible to vest based upon the level of achievement of an established Company performance goal (the "Company Financial Goal"). If the Company fails to meet the threshold performance for the performance period, no Performance Options will be eligible to vest. Minimum vesting for minimum threshold performance starts at 30% of the target value for the Company Financial Goal. If the Company’s performance exceeds the target performance, the recipient may receive additional Performance Options above the target number, subject to a maximum of 200% of the target award. The Performance Options that remain eligible to vest after the determination date will vest 25% on each of the first four anniversaries of the grant date. In the event of a change of control of the Company before the end of the performance period, the Performance Options will automatically vest based on the greater of actual achievement of the pro-rated Company Financial Goal as of the date of the change of control or 100% of target performance, as determined by the Committee in its sole discretion. The Performance Options are exercisable into shares of the Company’s common stock. Accounting for Stock Compensation Stock-based compensation costs are generally based on the fair value calculated from the Black-Scholes option-pricing model on the date of grant for stock options and market value on the date of grant for RSAs. The fair values of stock and stock options are amortized as compensation expense on a straight-line basis over the vesting period of the grants. In accordance with ASC 718, the Company evaluates the assumptions used in the Black-Scholes model at each grant date using a consistent methodology for computing expected volatility, expected term and risk-free rate of return. Calculation of expected volatility is based on historical volatility. The expected life is calculated using the contractual term of the options as well as an analysis of the Company’s historical exercises of stock options. The estimate of the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is based on our history and expectation of dividend payouts at the time of grant. The assumptions used are summarized in the following table: 2016 2015 2014 Dividend yield — % — % — % Expected volatility 0.5 0.5 0.5 Risk-free rate of return 1.4 % 1.6 % 1.8 % Expected life of a 10 year contractual term option 7 years 7 years 7 years Expected life of a 7 year contractual term option 4.87 years 4.87 years 0 Weighted average fair value at grant date $ 7.86 $ 6.73 $ 10.75 As part of the requirements of ASC 718, the Company is required to estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures is based on historical forfeiture performance and will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of evaluation and will also impact the amount of stock compensation expense to be recognized in future periods. The Company’s stock option activity for the years ended December 31, 2014 , 2015 and 2016 is as follows: Stock Options Shares (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2013 967 $ 15.35 Granted 250 21.10 Exercised (348 ) 10.59 Cancelled or expired (44 ) 20.17 Outstanding at December 31, 2014 825 $ 18.84 Granted 1,023 15.98 Exercised (129 ) 14.59 Cancelled or expired (27 ) 16.67 Outstanding at December 31, 2015 1,692 $ 17.47 Granted 886 19.21 Exercised (178 ) 18.55 Cancelled or expired (220 ) 17.83 Outstanding at December 31, 2016 2,180 $ 18.06 5.37 $ 5,086 Vested at December 31, 2016 and expected to vest 2,148 $ 18.05 5.36 $ 5,020 Exercisable at December 31, 2016 341 $ 19.49 3.87 $ 489 During the years ended December 31, 2016 , 2015 and 2014 , the total exercise intrinsic value of stock options exercised was $0.6 million , $0.8 million and $2.8 million , respectively, and the total fair value of stock options that vested was $1.6 million , $2.5 million and $2.4 million , respectively. Exercise intrinsic value represents the difference between the market value of the Company's common stock at the time of exercise and the price paid by the employee to exercise the options. The Company had $9.9 million of total unrecognized compensation costs related to stock options at December 31, 2016 that are expected to be recognized over a weighted-average period of 2.6 . The Company’s restricted share activity for the years ended December 31, 2014 , 2015 and 2016 is as follows: Restricted Stock Awards Shares (in thousands) Weighted Average Grant Price Non-vested at December 31, 2013 826 $ 18.62 Granted 637 20.21 Vested (286 ) 18.09 Cancelled or expired (78 ) 19.27 Non-vested at December 31, 2014 1,098 $ 19.63 Granted 276 15.95 Vested (349 ) 19.30 Cancelled or expired (190 ) 19.19 Non-vested at December 31, 2015 836 $ 18.66 Granted 301 19.76 Vested (231 ) 19.75 Cancelled or expired (96 ) 18.78 Non-vested at December 31, 2016 810 $ 18.74 Restricted Stock Units Shares (in thousands) Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Non-vested at December 31, 2013 833 Granted 139 Vested (74 ) Cancelled or expired (241 ) Non-vested at December 31, 2014 658 Granted 122 Vested (54 ) Cancelled or expired (224 ) Non-vested at December 31, 2015 501 Granted 99 Vested (83 ) Cancelled or expired (61 ) Non-vested at December 31, 2016 457 0.90 $ 9,240 Vested at December 31, 2016 and expected to vest 451 0.87 $ 9,127 Exercisable at December 31, 2016 289 0.00 $ 5,846 As of December 31, 2016 , there was $0.0 million of unrecognized compensation cost related to RSAs and RSUs. That cost is expected to be recognized over a weighted average-period of 2.0 years . The total fair value of restricted shares vested during the year ended December 31, 2016 , 2015 and 2014 was $7.0 million , $8.5 million and $6.5 million , respectively. RSAs and RSUs may be granted at the discretion of the Board of Directors under the Equity Incentive Plan in connection with the hiring or retention of key employees and are subject to certain conditions. Restrictions expire at certain dates after the grant date in accordance with specific provisions in the applicable agreement. During the year ended December 31, 2016 , the Company awarded 301,419 shares of RSAs, which had a fair value at the date of grant ranging from $19.48 – $22.59 . During the year ended December 31, 2015 , the Company awarded 276,271 shares of RSAs, which had a fair value at the date of grant ranging from $15.93 – $16.72 . During the year ended December 31, 2014 , the Company awarded 637,184 shares of RSAs, which had a fair value at the date of grant ranging from $16.82 – $21.10 . During the year ended December 31, 2016 , the Company awarded 99,144 shares of RSUs, which had a fair value at the date of grant ranging from $19.48 – $20.62 . During the year ended December 31, 2015 , the Company awarded 121,802 shares of RSUs, which had a fair value at the date of grant ranging from $15.93 – $16.72 . During the year ended December 31, 2014 , the Company awarded 139,417 shares of RSUs, which had a fair value at the date of grant ranging from $17.91 – $20.14 . Compensation under these RSAs and RSUs was charged to expense over the restriction period and amounted to $7.9 million , $8.1 million , and $8.1 million in 2016 , 2015 and 2014 , respectively. There were no significant stock compensation costs capitalized into assets as of December 31, 2016 , 2015 or 2014 . The Company received $3.3 million , $1.9 million and $3.7 million for the exercise of stock options during the years ended December 31, 2016 , 2015 and 2014 , respectively. Cash was not used to settle any equity instruments previously granted. The Company issued shares pursuant to grants relating to each of the Equity Incentive Plan and 2000 Plan from reserves upon the exercise of stock options and vesting of RSAs. The following are the stock-based compensation costs recognized in the Company’s consolidated statements of comprehensive income (in thousands): Year Ended December 31, 2016 2015 2014 Cost of revenue $ 1,247 $ 975 $ 981 Research and development 2,658 2,422 2,573 Selling, general and administrative 7,916 7,458 5,994 Stock-based compensation costs reflected in net income $ 11,821 $ 10,855 $ 9,548 Employee Savings Plans and Other Benefit Plans Effective January 1, 2001, the Company began sponsoring a retirement plan authorized by section 401(k) of the Internal Revenue Code for the Company’s employees in the United States. In accordance with the 401(k) plan, all employees are eligible to participate in the plan on the first day of the month following the commencement of full time employment. For 2016 , 2015 and 2014 , each employee could contribute a percentage of compensation up to a maximum of $18,000 , $18,000 , and $17,500 per year, respectively, with the Company matching 50% of each employee’s contributions. Effective January 1, 2010, the Company began contributing to a deferred profit sharing plan for its Canadian employees. All Canadian employees are eligible to participate in the plan. The Company’s contributions to these plans for 2016 , 2015 and 2014 were $3.2 million , $2.8 million and $2.5 million , respectively. Several of the Company’s Netherlands employees are covered by a defined benefit plan. The cost and total liability to the Company is not material. Effective January 1, 2011, all of the Company’s new hires in the Netherlands are eligible to participate in a defined contribution plan. Employee Stock Purchase Plan In May 2012, the Company's stockholders approved the ESPP, which provides for the purchase of up to 500,000 shares of the Company's common stock by eligible employees. The ESPP period is semi-annual and allows participants to purchase the Company's common stock at 85% of the lesser of (i) the closing market value per share of the common stock on the first trading date of the option period or (ii) the closing market value per share of the common stock on the last trading date of the option period. The first plan option period began on July 1, 2012. As of December 31, 2016 , 2015 and 2014 , 341,844 shares, 260,536 shares and 181,401 shares, respectively had been issued out of the ESPP. The related stock-based compensation expense was $0.4 million , $0.4 million and $0.4 million for 2016 , 2015 and 2014 , respectively. The Company uses the Black-Scholes model to estimate the fair value of shares to be issued under the ESPP as of the grant date using the following weighted average assumptions: 2016 Assumptions: Risk-free interest rates 0.04% to 0.05% Expected life 0.4 to 0.5 years Expected volatility 0.47 Dividend yield — % Reserved Shares of Common Stock At December 31, 2016 and 2015 , the Company had reserved 6,816,465 and 7,485,118 shares of common stock, respectively, for the issuance of common stock upon the exercise of options, issuance of RSAs, RSUs, purchase of common stock pursuant to the ESPP or other awards issued pursuant to the Company’s equity plans and arrangements. The following table summarizes the reserved shares by plan as of December 31, 2016 : Options Outstanding Shares Available for Future Issuance Total Shares Reserved Equity Incentive Plan 2,635,591 4,022,718 6,658,309 ESPP — 158,156 158,156 2,635,591 4,180,874 6,816,465 |