STOCK-BASED COMPENSATION PLANS | STOCK-BASED COMPENSATION PLANS Amended and Restated Stock Incentive Plan The Company's Amended and Restated Stock Incentive Plan, as amended (the "Plan"), provides for the award of options to purchase the Company's common stock ("stock options"), stock appreciation rights ("SARs"), restricted common stock awards ("RSAs"), restricted common stock units ("RSUs"), performance-based stock awards ("PSAs"), performance-based stock units ("PSUs") and other stock-based awards to employees, officers, directors (including those directors who are not employees or officers of the Company), consultants and advisors of the Company and its subsidiaries. At its 2017 annual meeting of stockholders held on June 9, 2017 (the "2017 Annual Meeting"), the Company's stockholders approved amendments to the Plan including, among other things, to: • Increase the aggregate number of shares of the Company's common stock authorized for issuance under the Plan by an additional 900,000 shares; • Make the Plan more explicit by providing that any dividends on unvested restricted stock or with respect to shares of common stock granted under restricted stock units and other stock unit awards will be paid to a participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares and that any dividend equivalents with respect to restricted stock units and other stock unit awards will be subject to the same vesting conditions and restrictions on transfer and forfeitability applicable to the underlying award with respect to which it is paid. No interest will be paid on any such equivalents or dividend equivalents; • Explicitly require a participant who accepts an award under the Plan to be bound by any clawback policy that the Company has in effect or may adopt in the future; and • Eliminate the requirement that each share of stock subject to an award of restricted stock, restricted stock units, performance awards or other stock unit awards (collectively, "full value awards") be counted against the share reserve as 1.50 shares for every one share subject to such award. This change applies to all full value awards from and after June 9, 2017, the date of the Annual Meeting. Shares of common stock subject to awards that were granted under any prior ratio that applied at the time such awards were granted will continue to return to the Plan upon forfeiture of such awards at the previous applicable ratio. Executive Equity Arrangements On March 31, 2017, the Company granted an aggregate of 165,000 PSUs with both market and service conditions to five of its executives (the "2017 PSUs"). The terms of the 2017 PSUs are such that up to one-third of the shares subject to the 2017 PSUs will vest on each of the first, second and third anniversaries of the date of grant (collectively, the "2017 PSU Vesting Dates") to the extent of achievement of the Company's total shareholder return ("TSR") compared to the TSR of the companies included in the NASDAQ Telecommunications Index for the same fiscal year, measured by the Compensation Committee after each of the 2017, 2018 and 2019 fiscal years, respectively (as used in this paragraph, each, a "Performance Period"). The shares determined to be earned will vest on the anniversary of the grant date following each Performance Period. Shares subject to the 2017 PSUs that fail to be earned will be forfeited. The 2017 PSUs include a market condition that required the use of a Monte Carlo simulation approach to model future stock price movements based upon the risk-free rate of return, the volatility of each entity, and the pair-wise covariance between each entity. These results were then used to calculate the grant date fair values of the 2017 PSUs. Because the 2017 PSUs have market conditions, the Company is required to record expense for the 2017 PSUs through the final 2017 PSU Vesting Date of March 31, 2020, regardless of the number of shares that are ultimately earned. On April 1, 2016, the Company granted an aggregate of 131,250 PSUs with both market and service conditions to six of its executives (the "2016 PSUs"). The terms of the 2016 PSUs are such that up to one-third of the shares subject to the 2016 PSUs will vest on each of the first, second and third anniversaries of the date of grant (collectively, the "2016 PSU Vesting Dates") to the extent of achievement of the Company's TSR compared to the TSR of the companies included in the NASDAQ Telecommunications Index for the same fiscal year, measured by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") after each of the 2016, 2017 and 2018 fiscal years, respectively (as used in this paragraph, each, a "Performance Period"). The shares determined to be earned will vest on the anniversary of the grant date following each Performance Period. Shares subject to the 2016 PSUs that fail to be earned will be forfeited. The 2016 PSUs include a market condition that required the use of a Monte Carlo simulation approach to model future stock price movements based upon the risk-free rate of return, the volatility of each entity, and the pair-wise covariance between each entity. These results were then used to calculate the grant date fair values of the 2016 PSUs. Because the 2016 PSUs have market conditions, the Company is required to record expense for the 2016 PSUs through the final 2016 PSU Vesting Date of April 1, 2019, regardless of the number of shares that are ultimately earned. In February 2017, the Compensation Committee determined that the performance metrics for the 2016 PSUs for the 2016 Performance Period had been achieved at the 90.4% level, and accordingly, 24,106 shares in the aggregate were released to the four executives holding such outstanding grants on March 16, 2017. The unearned shares relating to the 2016 Performance Period, aggregating 2,560 shares, were forfeited on March 16, 2017. These amounts are included in the performance-based units table below. On March 16, 2015, the Company granted an aggregate of 131,250 PSUs with both market and service conditions to eight of its executives (the "2015 PSUs"). In 2015, subsequent to the grant date, two executives separated from the Company and, in accordance with their respective employment agreements with the Company, the Company accelerated the vesting of certain unvested 2015 PSUs. The terms of the 2015 PSUs are such that up to one-third of the shares subject to the 2015 PSUs will vest on each of the first, second and third anniversaries of the date of grant (collectively, the "2015 PSU Vesting Dates") to the extent of achievement of the Company's TSR compared to the TSR of the companies included in the NASDAQ Telecommunications Index for the same Performance Period, measured by the Compensation Committee at the end of each of the 2015, 2016 and 2017 fiscal years, respectively (as used in this paragraph, each, a "Performance Period"). The shares determined to be earned will vest on the anniversary of the grant date following each Performance Period. Shares subject to the 2015 PSUs that fail to be earned will be forfeited. The 2015 PSUs include a market condition that required the use of a Monte Carlo simulation approach to calculate the grant date fair values of the 2015 PSUs. Because the 2015 PSUs have market conditions, the Company is required to record expense for the 2015 PSUs through the final 2015 PSU Vesting Date of March 16, 2018, regardless of the number of shares that are ultimately earned, if any. In February 2017, the Compensation Committee determined that the performance metrics for the 2015 PSUs for the 2016 Performance Period had been achieved at the 76.0% level, and accordingly, 23,750 shares in the aggregate were released to the four executives holding such outstanding grants on April 1, 2017. The unearned shares relating to the 2016 Performance Period, aggregating 7,500 shares, were forfeited on April 1, 2017. These amounts are included in the performance-based units table below. Stock Options The activity related to the Company's outstanding stock options for the six months ended June 30, 2017 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2017 5,610,106 $ 15.73 Granted 5,200 $ 6.46 Exercised (21,815 ) $ 4.13 Forfeited (27,665 ) $ 14.32 Expired (154,043 ) $ 19.31 Outstanding at June 30, 2017 5,411,783 $ 15.67 4.88 $ 168 Vested or expected to vest at June 30, 2017 5,378,996 $ 15.69 4.86 $ 163 Exercisable at June 30, 2017 4,954,545 $ 15.76 4.63 $ 137 The grant date fair values of options to purchase common stock granted in the three and six months ended June 30, 2017 were estimated using the Black-Scholes valuation model with the following assumptions: Three months ended Six months ended June 30, June 30, Risk-free interest rate 1.81% 1.81% - 1.95% Expected dividends — — Weighted average volatility 51.4% 51.3% Expected life (years) 5.0 5.0 Additional information regarding the Company's stock options for the three and six months ended June 30, 2017 is as follows: Three months ended Six months ended June 30, June 30, Weighted average grant date fair value of stock options granted $ 3.48 $ 2.98 Total intrinsic value of stock options exercised (in thousands) $ 25 $ 62 Cash received from the exercise of stock options (in thousands) $ 39 $ 90 Restricted Stock Awards and Units The activity related to the Company's RSAs for the six months ended June 30, 2017 is as follows: Shares Weighted Average Grant Date Fair Value Unvested balance at January 1, 2017 2,030,028 $ 9.69 Granted 727,272 $ 6.86 Vested (633,917 ) $ 9.53 Forfeited (14,083 ) $ 14.71 Unvested balance at June 30, 2017 2,109,300 $ 8.73 The activity related to the Company's RSUs for the six months ended June 30, 2017 is as follows: Shares Weighted Average Grant Date Fair Value Unvested balance at January 1, 2017 110,219 $ 11.95 Granted — $ — Vested (25,661 ) $ 11.28 Forfeited (11,064 ) $ 8.34 Unvested balance at June 30, 2017 73,494 $ 12.72 The total fair value of shares of restricted stock granted under RSAs and RSUs that vested during the six months ended June 30, 2017 was $6.3 million . Performance-Based Stock Units The activity related to the Company's PSUs for the six months ended June 30, 2017 is as follows: Shares Weighted Average Grant Date Fair Value Unvested balance at January 1, 2017 147,085 $ 12.11 Granted 165,000 $ 8.41 Vested (47,856 ) $ 13.04 Forfeited (10,060 ) $ 11.87 Unvested balance at June 30, 2017 254,169 $ 9.54 The total fair value of shares of restricted stock granted under PSUs that vested during the six months ended June 30, 2017 was $0.6 million . The Company did not have outstanding PSAs during the six months ended June 30, 2017 or at December 31, 2016. Employee Stock Purchase Plan The Company's ESPP provides for six -month offering periods with the purchase price of the stock equal to 85% of the lesser of the market price on the first or last day of the offering period. The maximum number of shares of common stock an employee may purchase during each offering period is 500 , subject to certain adjustments pursuant to the ESPP. Stock-Based Compensation The condensed consolidated statements of operations include stock-based compensation for the three and six months ended June 30, 2017 and 2016 as follows (in thousands): Three months ended Six months ended June 30, June 30, June 30, June 30, Product cost of revenue $ 87 $ 93 $ 186 $ 164 Service cost of revenue 261 322 578 654 Research and development 1,238 1,210 2,555 2,389 Sales and marketing 907 1,224 819 2,244 General and administrative 1,744 1,792 3,362 3,605 $ 4,237 $ 4,641 $ 7,500 $ 9,056 During the three months ended March 31, 2017, the Company reversed $1.0 million of incremental expense to correct an error in 2016 related to the acceleration of certain stock awards held by an executive who separated from the Company in 2016. Management had reviewed and considered the impact of the error and determined that it was not material to the Company's consolidated financial results for the third and fourth quarters of 2016, as well as the 2016 fiscal year. Management has also determined that the correction of this error is not material to the results of operations for the 2017 completed reporting periods. There is no income tax benefit for employee stock-based compensation expense for the six months ended June 30, 2017 or June 30, 2016 due to the valuation allowance recorded. At June 30, 2017 , there was $19.2 million , net of expected forfeitures, of unrecognized stock-based compensation expense related to unvested stock options, awards, units and ESPP shares. This expense is expected to be recognized over a weighted average period of approximately two years . |