Stockholders' Equity | Stockholders ’ Equity Common Stock As of September 30, 2020 , there were 200,000,000 shares of common stock authorized, 69,457,299 shares issued, and 66,747,469 shares outstanding. As of December 31, 2019 , there were 200,000,000 shares of common stock authorized, 66,543,073 shares issued and 63,833,243 shares outstanding. The par value for common shares is $0.001 per share. On June 6, 2019, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the number of shares of our common stock that the Company is authorized to issue from 100,000,000 to 200,000,000 shares. On November 12, 2019, the Company filed a charter amendment with the State of Delaware to effectuate the increase in the number of shares of the Company’s common stock that the Company is authorized to issue. Preferred Stock As of September 30, 2020 and December 31, 2019 , there were 5,000,000 shares of preferred stock authorized, and zero shares issued and outstanding. The par value for preferred shares is $0.001 per share. Stock Repurchase Program From 2012 through 2018, the Company had a stock repurchase program in place pursuant to which the Company was authorized to repurchase shares of its common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations. The timing and actual number of shares repurchased depended on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements and other market conditions. The program was discontinued at the end of 2018. The Company may or may not enter into a new stock repurchase program in the future. Stock-Based Compensation The Company follows FASB ASC 718-10, “Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. Our forfeiture rate assumptions, which estimate the share-based awards that will ultimately vest, requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period of change and could be materially different from share-based compensation expense recorded in prior periods. Effective January 1, 2020, the Company changed its forfeiture rate estimate which resulted in an increase in stock compensation expense of $2.3 million as of March 31, 2020. The per share weighted average fair value of stock options granted was $17.73 and $13.07 during the three months ended September 30, 2020 and 2019 , respectively. The per share weighted average fair value of stock options granted was $12.67 and $11.58 during the nine months ended September 30, 2020 and 2019 , respectively. The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Dividend yield 0.0% 0.0% 0.0% 0.0% Risk-free interest rate 0.26%-0.29% 1.83% 0.26%-0.66% 1.88% - 2.57% Expected life (in years) 5 5 5 5 Historical volatility 52.26%-52.43% 43.71% 46.50%-52.43% 43.42% A description of the methods used in the significant assumptions used to estimate the fair value of stock-based compensation awards follows: Dividend yield – The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term. Risk-free interest rate – The Company uses the market yield on U.S. Treasury securities at five years with constant maturity, representing the current expected life of stock options in years. Expected life – The Company uses historical data to estimate the expected life of a stock option. Historical volatility – The Company uses a trailing five year from grant date to determine volatility. Stock Option Plans During 1998, the Company established the Stock Option and Restricted Stock Purchase Plan (the “1998 Plan”). Under the 1998 Plan, the Board of Directors could issue incentive stock options or nonqualified stock options or other equity-based awards in respect of up to 5,850,000 shares of common stock. The 2000 Stock Incentive Plan (the “2000 Plan”) succeeded the 1998 Plan. Under the 2000 Plan, the options which had been outstanding under the 1998 Plan were incorporated in the 2000 Plan increasing the number of shares available for issuance under the 2000 Plan by approximately 4,150,000 , thereby reserving for issuance 10,000,000 shares of common stock in the aggregate. The Company established the 2009 Stock Incentive Plan (the “2009 Plan”) as a successor to the 2000 Plan. Under the 2009 Plan, the options which had been outstanding under the 2000 Plan were incorporated into the 2009 Plan and the Company increased the number of shares available for issuance under the plan by 6,000,000 . The Company amended the 2009 Plan (the “Amended 2009 Plan”) effective June 7, 2012. The Amended 2009 Plan increased the number of shares authorized for issuance under the plan by an additional 4,250,000 . On June 2, 2017, the Company's Board of Directors amended and restated the Amended 2009 Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 4,000,000 . On April 11, 2019, the Company's Board of Directors adopted, and on June 6, 2019, the Company's stockholders approved, the 2019 Stock Incentive Plan (“2019 Stock Incentive Plan”) to replace the Amended 2009 Plan, which was set to expire under its terms on June 9, 2019. Under the 2019 Stock Incentive Plan, the number of shares underlying options and other equity awards which remain outstanding, as well as the number of shares that remained available for grant, under the Amended 2009 Plan and under the Amended 2000 Plan were incorporated, as of June 6, 2019, into the 2019 Stock Incentive Plan. In addition, under the 2019 Stock Incentive Plan, 4,250,000 new shares were authorized for issuance. On June 11, 2020, the Company's Board of Directors adopted, and on June 17, 2020, the company's stockholders approved, the amendments to the LivePerson, Inc. 2019 Stock Incentive Plan. In addition, under the 2019 Stock Incentive Plan, 3,000,000 new shares were authorized for issuance. The number of shares authorized for issuance under the 2019 Stock Incentive Plan, the Amended 2009 Plan, and the 2000 Plan is 35,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have 10 -year terms. As of September 30, 2020 , approximately 3.3 million shares of common stock remained available for issuance under the 2019 Stock Incentive Plan (taking into account all option exercises and other equity award settlements through September 30, 2020 ). Employee Stock Purchase Plan In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan with 1,000,000 shares of common stock initially reserved for issuance. Subject to stockholder approval, which was obtained on June 2, 2017, the Company's Board of Directors amended and restated the 2010 Employee Stock Purchase Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 1,000,000 , thereby reserving for issuance 2,000,000 shares of common stock in the aggregate. On April 11, 2019, the Company's Board of Directors adopted, and on June 6, 2019, the Company's stockholders approved, the 2019 Employee Stock Purchase Plan (the “2019 Employee Stock Purchase Plan”) to replace the Amended and Restated 2010 Employee Stock Purchase Plan which was set to expire under its terms in June 2020. There are 1,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of September 30, 2020 , approximately 0.8 million shares of common stock remain available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through September 30, 2020 ). Inducement Plan During January 2018, the Company established the Inducement Plan (the “2018 Plan”). Under the 2018 Plan, the Board of Directors can issue nonqualified stock options or other equity-based awards in respect of up to 1,500,000 shares of common stock. On April 25, 2018, the Company's Board of Directors amended and restated the 2018 Plan (the “Amended 2018 Plan”). The Amended 2018 Plan increased the number of shares authorized for issuance under the plan by an additional 500,000 shares, and subsequently the Board of Directors has approved and ratified, effective as of July 31, 2018, October 29, 2018 and February 13, 2019, increases of the number of shares authorized for issuance under the Amended 2018 Plan by 500,000 , 250,000 and 618,048 shares, respectively, constituting 3,368,048 shares of common stock in the aggregate being reserved for issuance pursuant to grants under the Amended 2018 Plan. As of September 30, 2020 , approximately 1.2 million shares of common stock remained available for issuance under the Amended 2018 Plan (taking into account all option exercises and other equity award settlements through September 30, 2020 ). Stock Option Activity A summary of the Company’s stock option activity and weighted average exercise prices follows: Stock Option Activity Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Options (in thousands) Weighted Average Exercise Price Balance outstanding at December 31, 2019 5,799 $ 16.57 6.79 119,064 Granted 671 Exercised (1,147 ) Cancelled or expired (491 ) Balance outstanding at September 30, 2020 4,832 $ 18.59 6.52 $ 161,335 Options vested and expected to vest 1,561 $ 22.29 8.27 $ 46,349 Options exercisable at September 30, 2020 2,612 $ 14.35 4.89 $ 98,314 The total fair value of stock options exercised during the nine months ended September 30, 2020 was approximately $6.3 million . As of September 30, 2020 , there was approximately $18.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.6 years. Restricted Stock Unit Activity A summary of the Company’s restricted stock units (“RSUs”) activity and weighted average exercise prices follows: Restricted Stock Unit Activity Number of Shares (in thousands) Weighted Average Grant Date Fair Value (Per Share) Aggregate Fair Value (in thousands) Balance outstanding at December 31, 2019 3,049 $ 24.73 $ 112,848 Awarded 2,456 Vested (1,656 ) Forfeited (623 ) Non-vested and outstanding at September 30, 2020 3,226 $ 25.91 $ 167,993 Expected to vest 2,060 $ 25.13 $ 107,115 RSUs granted to employees generally vest over a three to four-year period or upon achievement of certain performance conditions. In accordance with ASU 2017-09, as of September 30, 2020 , total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs was approximately $72.2 million and the weighted-average remaining vesting period was 2.9 years. For the three months ended September 30, 2020 and 2019, the Company accrued approximately $11.3 million and $2.6 million in cash awards, respectively, and for the nine months ended September 30, 2020 and 2019, the Company accrued approximately $18.4 million and $7.4 million in cash awards, respectively, to be settled in shares of the Company's stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019, respectively. Stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and cash flows was $15.5 million and $9.1 million for the three months ended September 30, 2020 and 2019, respectively, and $46.2 million and $25.5 million for the nine months ended September 30, 2020 and 2019, respectively. |