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 performance share units (“PSU”), restricted stock awards (“RSA”), restricted stock units (“RSU”), and deferred stock units (“DSU”), to employees, non-employee directors and other consultants who provide services to us. We also provide an employee stock purchase plan (“ESPP”) and 401(k) stock match. RSAs 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 2020, 2.1 million additional shares were reserved for future issuance under our 2010 Equity Incentive Plan. At June 30, 2020, there were approximately 14.0 million shares available for grant under approved equity compensation plans. We generally recognize stock-based compensation expense on a straight-line basis over the vesting period. Exceptions include when retirement-eligible employees have not given their required notice, in which case expense is recognized on a continuous pro-rata basis relative to the time period until notice is given and for PSUs, in which case expense is recognized on a straight-line basis from the grant date through the end of the performance period, regardless of whether the market condition is satisfied. Stock-based compensation expense was allocated in the condensed consolidated statements of comprehensive income as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2020 2019 2020 2019 Cost of revenues $ 956 $ 662 $ 1,764 $ 1,249 Operating expenses Sales and marketing 1,010 694 1,856 1,424 Research and development 883 602 1,806 1,125 General and administrative 2,160 917 3,927 4,371 $ 5,009 $ 2,875 $ 9,353 $ 8,169 Stock-based compensation expense by plan type was as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2020 2019 2020 2019 Stock options $ 540 $ 655 $ 1,134 $ 1,929 PSUs 1,096 151 1,792 1,074 RSUs 2,672 1,419 5,001 3,862 RSAs and DSUs 107 145 234 281 ESPP 213 171 435 361 401(k) stock match 381 334 757 662 $ 5,009 $ 2,875 $ 9,353 $ 8,169 As of June 30, 2020, there was $26.6 million of unrecognized stock-based compensation expense under our equity compensation plans, which is expected to be recognized over a weighted average period of 2.7 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: Six Months Ended June 30, 2020 Weighted Average Options (#) Exercise Price (per share) Outstanding, beginning of period 1,543,912 $ 30.03 Granted 114,945 56.93 Exercised (399,844 ) 23.57 Forfeited (1,878 ) 40.40 Outstanding, end of period 1,257,135 34.53 Of the total outstanding options at June 30, 2020, 0.9 million were exercisable. The outstanding and exercisable options had a weighted average exercise price of $30.76 per share and a weighted average remaining contractual life of 3.1 years. The weighted average grant date fair value of options granted during the first six months of 2020 was $15.53 per share. This was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Volatility 32.5 % Dividend yield 0 % Life (in years) 4.0 Risk-free interest rate 1.1 % The expected volatility of the options is based on the historical volatility of our common stock. We have not issued dividends on our common stock and do not expect to do so in the foreseeable future. Beginning with awards granted in 2020, the expected term of options is derived from historical data on employee exercises and post-vesting employment termination behavior. For awards granted prior to 2020, the expected term of the options was based on the simplified method which did not consider historical employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Performance Share Units, Restricted Stock Units and Awards, and Deferred Stock Units In February 2017, our executive officers were granted PSU awards with vesting contingent on successful attainment of pre-determined revenue targets over the course of a three-year In February 2018, 2019, and 2020, our executive officers were granted PSU awards with vesting contingent on our total shareholder return as compared to indexed total shareholder return over the course of a fiscal based three-year RSUs generally vest over four years and, upon vesting, the holder is entitled to receive shares of our common stock. RSAs vest over one year and, upon vesting, the holder is entitled to receive shares of our common stock. In lieu of RSAs, a participant may elect to receive DSUs with one year vesting but the participant directs delayed receipt of common shares of up to ten years after the end of service to the Company. Activity for our PSU, RSU, RSA, and DSU was as follows: Six Months Ended June 30, 2020 Weighted Average Grant (#) Date Fair Value (per share) Outstanding, beginning of period 797,546 $ 38.80 Granted 258,980 57.66 Vested and common stock issued (198,882 ) 34.44 Forfeited (151,185 ) 28.28 Outstanding, end of period 706,459 49.20 Employee Stock Purchase Plan We have an ESPP 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 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 1.9 million shares of common stock are reserved for issuance under the plan as of June 30, 2020. Our ESPP activity was as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except share data) 2020 2019 2020 2019 Amounts for shares purchased $ 1,463 $ 1,079 $ 1,550 $ 1,079 Shares purchased 31,068 30,814 33,083 30,814 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 30.6 % Dividend yield 0 % Life (in years) 0.5 Risk-free interest rate 1.6 % 401(k) Stock Match We sponsor a 401(k) retirement savings plan for our U.S. employees where participants 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. |