Stock-Based Compensation | NOTE I – Stock-Based Compensation Our equity compensation plans provide for the grant of incentive and nonqualified stock options, as well as other stock-based awards including restricted stock and restricted stock units (“RSU”), to employees, non-employee directors and other consultants who provide services to us. We also provide an employee stock purchase plan and 401(k) stock match. Restricted stock awards result in the issuance of new shares when granted. For other stock-based awards, new shares are issued when the award is exercised, vested or released according to the terms of the agreement. In February 2019, 1,040,744 additional shares were reserved for future issuance under our 2010 Equity Incentive Plan. At June 30, 2019, there were approximately 6,162,889 million shares available for grant under approved equity compensation plans. We recognize stock-based compensation expense on a straight-line basis over the vesting period, except for expense relating to retirement-eligible employees which is recognized immediately upon the employee becoming retirement-eligible. Stock-based compensation expense was allocated in the condensed consolidated statements of comprehensive income as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Cost of revenues $ 662 $ 504 $ 1,249 $ 1,052 Operating expenses Sales and marketing 694 710 1,424 1,363 Research and development 602 357 1,125 686 General and administrative 917 1,608 4,371 3,611 Total stock-based compensation expense $ 2,875 $ 3,179 $ 8,169 $ 6,712 Stock-based compensation expense by plan type was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Stock options $ 655 $ 739 $ 1,929 $ 1,993 Performance share units 151 74 1,074 886 Restricted stock units 1,419 1,829 3,862 2,751 Restricted stock awards 145 135 281 215 Employee stock purchase plan 171 110 361 223 401(k) stock match 334 292 662 644 Total stock-based compensation expense $ 2,875 $ 3,179 $ 8,169 $ 6,712 As of June 30, 2019, there was approximately $20.0 million of unrecognized stock-based compensation expense under our equity compensation plans, which is expected to be recognized on a straight-line basis over a weighted average period of 2.8 years. Stock Options Stock options generally vest over four years and have a contractual term of seven to ten years from the date of grant. Our stock option activity was as follows: Weighted Average Options Exercise Price (#) ($/share) Outstanding at December 31, 2018 873,234 $ 51.86 Granted 91,909 107.83 Exercised (114,480 ) 41.66 Forfeited (19,254 ) 60.25 Outstanding at June 30, 2019 831,409 59.26 Of the total outstanding options at June 30, 2019, 570,649 were exercisable with a weighted average exercise price of $53.30 per share. The total outstanding options had a weighted average remaining contractual life of 3.32 years. The weighted average grant date fair value of options granted during the first six months of 2019 was $33.72. This was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Volatility 33.2 % Dividend yield 0 % Life (in years) 4.4 Risk-free interest rate 2.41 % Performance Share Units and Restricted Stock Units and Awards In February 2017, our executive officers were granted performance share unit (“PSU”) awards with vesting contingent on successful attainment of pre-determined revenue targets over the course of a three-year performance period (fiscal years 2017 – 2019). The fair value is measured as the number of performance shares expected to be earned multiplied by the grant date fair value of our shares. The number of performance shares expected to vest during the current service period is estimated and the fair value of those shares is recognized over the remaining service period less any amounts already recognized. In February 2018 and 2019, our executive officers were granted PSU awards with vesting contingent on the Company’s total shareholder return as compared to indexed total shareholder return over the course of a three-year performance period (fiscal years 2018 – 2020 and fiscal years 2019 – 2021, respectively). The grant date fair value was estimated using a Monte Carlo simulation that utilizes multiple input variables that determine the probability of satisfying the performance conditions stipulated in the award and calculates the fair market value for the PSUs granted. Expense is recognized on a straight-line basis over the vesting period, regardless of whether the market condition is satisfied. RSUs vest over four years and, upon vesting, the holder is entitled to receive shares of our common stock. With restricted stock awards, shares of our common stock are issued when the award is granted and the restrictions lapse over one year. Activity for our PSUs and restricted stock units was as follows: Weighted Average PSUs and RSUs Grant Date Fair Value (#) ($/share) Outstanding at December 31, 2018 377,335 $ 59.90 Granted 98,203 112.46 Vested and common stock issued (95,312 ) 57.53 Forfeited (11,460 ) 61.41 Outstanding at June 30, 2019 368,766 74.46 The number of restricted stock units outstanding at June 30, 2019 included 25,617 units that have vested, but for which shares of common stock have not yet been issued pursuant to the terms of the agreement. Our restricted stock awards activity was as follows: Restricted Stock Weighted Average Grant Awards (#) Date Fair Value ($/share) Outstanding at December 31, 2018 1,832 $ 74.44 Restricted common stock issued 4,920 103.60 Restrictions lapsed (3,062 ) 86.15 Forfeited — — Outstanding at June 30, 2019 3,690 103.60 Employee Stock Purchase Plan We have an employee stock purchase plan which a llows participating employees to purchase shares of our common stock at a discount through payroll deductions. The plan is available to all employees subject to certain eligibility requirements. Participating employees may purchase common stock, on a voluntary after tax basis, at a price that is the lower of 85% of the fair market value of one share of common stock at the beginning or end of each stock purchase period. The plan consists of two six-month offering periods, beginning on January 1 and July 1 of each calendar year, respectively. A total of 1.0 million shares of common stock are reserved for issuance under the plan. For the offering periods that began on January 1, 2019 and January 1, 2018, we withheld approximately $1.2 million and $0.8 million from employees participating in the plan for the six months ended June 30, 2019 and 2018, respectively. The fair value was estimated based on the market price of our common stock at the beginning of the offering period using the Black-Scholes option pricing model with the following assumptions: Volatility 40 % Dividend yield 0 % Life (in years) 0.5 Risk-free interest rate 2.56 % 401(k) Stock Match We sponsor a 401(k) retirement savings plan for our U.S. employees where employees can contribute up to 80% of their compensation, subject to the limits established by law. We match 50% of the employee’s elective deferrals, up to the first 6% of the employee’s pre-tax compensation for each pay period. A portion of our match is in company stock, which is purchased from the open market by our plan provider and immediately deposited into the employee’s 401(k) account. |