Employee Stock and Benefit Plans | NOTE 8. Stockholders' Equity and Stock-based Compensation Common Stock The Company had reserved shares of common stock for future issuance as of December 31, 2018 as follows: Options and RSUs outstanding under equity incentive plans 2000 Equity Incentive Plan 244,652 2012 Equity Incentive Plan 4,477,717 Shares available for future grants under an equity incentive plan 2012 Equity Incentive Plan 3,817,097 Total shares reserved for future issuance 8,539,466 Preferred Stock Effective October 3, 2012, the Company is authorized to issue 20,000,000 shares of undesignated preferred stock with a par value of $0.001 per share. Each series of preferred stock will have such rights and preferences including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price, and liquidation preferences as determined by the Board. As of December 31, 2018, and 2017, there were no issued or outstanding shares of preferred stock. Stock Options 2012 Equity Incentive Plan The 2012 Equity Incentive Plan (the 2012 Plan) was adopted and approved in September 2012 and became effective on September 26, 2012. Under the 2012 Plan, the Company is authorized to grant to eligible participant's incentive stock options (ISOs), non-statutory stock options (NSOs), stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units (RSUs), performance units and performance shares equivalent to up to 11,791,179 shares of common stock as of December 31, 2018 . The number of shares of common stock available for issuance under the 2012 Plan includes an annual increase on January 1 of each year by an amount equal to the least of 3,050,000 shares; 5% of the outstanding shares of stock as of the last day of the immediately preceding fiscal year; or an amount determined by the Board of Directors. Options may be granted with an exercise price that is at least equal to the fair market value of the Company's stock at the date of grant and are exercisable when vested. Options granted generally vest over a period of up to four years, with a maximum term of ten years. ISOs may only be granted to employees and any subsidiary corporations' employees. All other awards may be granted to employees, directors and consultants and subsidiary corporations' employees and consultants. Options, SARs, RSUs, performance units and performance awards may be granted with vesting terms as determined by the Board of Directors and expire no more than ten years after the date of grant or earlier if employment or service is terminated. As of December 31, 2018 , 3,817,097 shares were available for grant under the 2012 Plan. 2000 Equity Incentive Plan Under the 2000 Equity Incentive Plan (the 2000 Plan), the Company was authorized to grant to eligible participants either ISOs or NSOs. The ISOs were granted at a price per share not less than the fair market value at the date of grant. The NSOs were granted at a price per share not less than 85% of the fair market value at the date of grant. Options granted generally vest over a period of up to four years, with a maximum term of ten years. The 2000 Plan was terminated in connection with the closing of the IPO, and accordingly, no shares are currently available for issuance under the 2000 Plan. The 2000 Plan continues to govern outstanding awards granted thereunder. Options granted under the 2000 Plan were immediately exercisable, and unvested shares are subject to repurchase by the Company. Upon termination of employment of an option holder, the Company has the right to repurchase at the original purchase price any issued but unvested common shares. The amounts paid for shares purchased under an early exercise of stock options and subject to repurchase by the Company are not reported as a component of stockholders ’ equity (deficit) until those shares vest. The amounts received in exchange for these shares are recorded as an accrued liability in the accompanying consolidated balance sheets and will be reclassified to common stock and additional paid-in capital as the shares vest. Stock-based Compensation Stock-based compensation included in the consolidated statements of operations is as follows: Year Ended December 31, 2018 2017 2016 (in thousands) Cost of revenues $ 2,489 $ 2,159 $ 1,858 Research and development 7,961 5,944 5,678 Sales and marketing 4,650 4,755 4,870 General and administrative 14,990 14,103 7,743 Total stock-based employee compensation $ 30,090 $ 26,961 $ 20,149 Stock-based compensation cost is recognized on a straight-line basis over the service period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures materially differ from those estimates. As of December 31, 2018 , the Company had $13.8 million of total unrecognized employee compensation cost related to unvested options that it expects to recognize over a weighted-average period of 2.1 years. The fair value of each option granted to employees is estimated on the date of grant using the Black-Scholes-Merton option-pricing model based on the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) 4.5 to 5.0 5.1 to 5.5 5.0 to 5.9 Volatility 45% to 47% 47% to 49% 45% to 49% Risk-free interest rate 2.5% to 3.0% 1.8% to 2.0% 1.1% to 1.3% Dividend yield — — — The expected term of the options is based on evaluations of historical and expected future 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 term at the grant date. Prior to the third quarter of 2017, volatility was based on a combination of the historical volatility of the Company and of several public entities that are similar to the Company. The Company based volatility on this combination because it did not have sufficient historical transactions in its own shares on which to solely base expected volatility. Beginning in the third quarter of 2017, the volatility was estimated using the historical volatility derived from the Company's common stock. The Company has not historically declared any dividends and does not expect to in the future. Non-Employee Stock-based Compensation The Company records compensation representing the fair value of stock options granted to non-employees. Stock-based non-employee compensation was $0.4 million , $0.9 million and $0.7 million for 2018 , 2017 and 2016 , respectively. Non-employee stock-based compensation is recognized over the vesting periods of the options. The value of options granted to non-employees is re-measured as they vest over a performance period. Stock Option Plan Activity A summary of the Company’s stock option activity is as follows: Outstanding Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2015 7,579,058 $ 16.88 5.9 $ 131,345 Granted 2,120,633 $ 26.64 Exercised (1,399,157 ) $ 10.83 Canceled (772,854 ) $ 31.57 Balance as of December 31, 2016 7,527,680 $ 19.25 6.0 $ 101,717 Granted 408,225 $ 40.82 Exercised (2,997,095 ) $ 11.05 Canceled (442,919 ) $ 33.29 Balance as of December 31, 2017 4,495,891 $ 25.29 6.6 $ 153,129 Granted 366,786 $ 79.79 Exercised (1,183,235 ) $ 20.33 Canceled (250,133 ) $ 39.61 Balance as of December 31, 2018 3,429,309 $ 31.79 6.4 $ 149,935 Vested and expected to vest - December 31, 2018 3,230,498 $ 30.27 6.2 $ 145,521 Exercisable - December 31, 2018 2,459,936 $ 25.27 5.7 $ 121,696 The following table summarizes the outstanding and vested stock options at December 31, 2018 : Outstanding Exercisable Exercise Price Number of Weighted Weighted Number of Weighted $2.80 - $12.68 376,405 $ 8.58 3.1 376,405 $ 8.58 $13.50 - $25.17 474,527 $ 21.70 5.4 412,956 $ 21.18 $25.56 - $25.56 886,676 $ 25.56 7.3 587,978 $ 25.56 $26.86 - $26.86 427,997 $ 26.86 5.1 427,997 $ 26.86 $30.58 - $34.97 372,331 $ 31.78 6.2 307,743 $ 31.54 $36.25 - $40.15 391,568 $ 37.78 7.2 225,200 $ 37.53 $40.68 - $59.95 213,744 $ 49.97 7.6 121,460 $ 45.16 $76.21 - $76.21 101,125 $ 76.21 9.8 — $ — $78.85 - $78.85 78,550 $ 78.85 9.3 93 $ 78.85 $95.10 - $95.10 106,386 $ 95.10 9.5 104 $ 95.10 3,429,309 $ 31.79 6.4 2,459,936 $ 25.27 The weighted-average grant date fair value of the Company’s stock options granted during 2018 , 2017 and 2016 was $33.05 , $18.03 and $11.12 , respectively. The aggregate grant date fair value of the Company’s stock options granted during 2018 , 2017 and 2016 was $12.1 million , $7.4 million and $23.6 million , respectively. The intrinsic value of options exercised was $71.7 million , $92.1 million and $25.0 million during 2018 , 2017 and 2016 , respectively. Intrinsic value of an option is the difference between the fair value of the Company’s common stock at the time of exercise and the exercise price paid. Restricted Stock The terms and conditions of RSUs include vesting criteria and timing are set by the Board of Directors. The cost of RSUs is determined using the fair value of the Company’s common stock on the date of the grant. Compensation cost is recognized on a straight-line basis over the requisite service period of each grant adjusted for estimated forfeitures. A summary of the Company’s RSU activity is as follows: Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance as of December 31, 2015 47,500 $ 37.28 Granted 681,350 $ 28.52 Vested (39,998 ) $ 27.49 Cancelled (101,519 ) $ 31.12 Balance as of December 31, 2016 587,333 $ 28.85 Granted 1,326,849 $ 42.69 Vested (368,367 ) $ 33.52 Cancelled (135,227 ) $ 32.04 Balance as of December 31, 2017 1,410,588 $ 40.34 Granted 548,245 $ 75.44 Vested (525,375 ) $ 39.87 Cancelled (206,575 ) $ 43.43 Balance as of December 31, 2018 1,226,883 $ 55.71 Outstanding and expected to vest - December 31, 2018 898,637 $ 54.67 As of December 31, 2018 , the Company had $54.3 million of unrecognized compensation cost related to unvested awards that it expects to recognize over a weighted-average period of 2.7 years. On December 21, 2018, the Board of Directors granted an award of time-based and performance-based restricted stock units to the Company’s Chairman and Chief Executive Officer, Philippe Courtot. The compensation committee of the Board, in consultation with its independent compensation consultant, designed these awards so that greater than 50% of this compensation was based on the achievement of performance goals linked to metrics designed to drive the creation of shareholder value. The first portion of the award consists of 56,250 time-based stock restricted stock units that will vest in 16 quarterly increments beginning on January 1, 2019, assuming continued service through each applicable vesting date. The second portion of the award consists of 33,089 performance-based restricted stock units that vest based on achievement of goals related to revenue growth for a three -year period from January 2019 through December 2021 and adjusted EBITDA margin for the 2021 fiscal year, generally conditioned on Mr. Courtot’s continued status as a service provider through the date that performance is certified. The third portion of the award consists of 33,088 performance-based restricted stock units that will vest in 3 increments based on the achievement of goals related to revenue growth and adjusted EBITDA margin for each of the 2019, 2020, and 2021 fiscal years, generally conditioned on Mr. Courtot’s continued status as a service provider through the date that performance is certified for the relevant increment. If Mr. Courtot’s employment (a) is terminated by reason of death or disability or (b) is terminated by the Company for reasons other than cause or good reason within 12 months following a change in control (a “double trigger” termination), then 100% of any unvested portions of the award will vest, with any vesting in connection with change in control terminations conditioned upon the effectiveness of a release of claims in favor of the Company. The Company will account for these awards as share-based compensation with multiple performance conditions. and will recognize compensation cost when it is probable that the performance conditions are met. The Company will assess these conditions on a quarterly basis. As of December 31, 2018, no stock-based compensation cost for these awards has been recognized. Share Repurchase Program On February 5, 2018, the Company's Board of Directors authorized a $100.0 million two-year share repurchase program, which was announced on February 12, 2018. The Company's share repurchases may be effected from time to time through open market purchases. Repurchased shares are retired and reclassified as authorized and unissued shares of common stock. On retirement of the repurchased shares, common stock is reduced by an amount equal to the number of shares being retired multiplied by the par value. The excess of the cost of treasury stock that is retired over its par value is first allocated as a reduction to additional paid-in capital based on the initial public offering price of the stock, with the remaining excess to retained earnings. On October 25, 2018, the Company's Board of Directors authorized an additional $100.0 million two-year share repurchase program, which was announced on October 30, 2018. During the year ended December 31, 2018 , the Company repurchased 1,088,899 shares of its common stock for approximately $85.0 million . All share repurchases were made using cash resources. As of December 31, 2018 , approximately $115.0 million remained available for share repurchases pursuant to the Company's share repurchase program. 401(k) Plan The Company’s 401(k) Plan (the “401(k) Plan”) was established in 2000 to provide retirement and incidental benefits for its employees. As allowed under section 401(k) of the Internal Revenue Code, the 401(k) Plan provides tax-deferred salary deductions for eligible employees. Contributions to the 401(k) Plan are limited to a maximum amount as set periodically by the Internal Revenue Service. During the years ended December 31, 2018, 2017 and 2016, the Company made contributions to the 401(k) Plan of $1.2 million , and $1.1 million , respectively. |