Stockholders' Equity | Stockholders’ Equity Stock-based Compensation Plans The Company has stock-based compensation plans pursuant to which the Company has granted stock options, RSUs and PSUs. The Company also has an ESPP for all eligible employees. In February 2016, the Company's board of directors adopted the 2016 Equity Incentive Plan ("2016 Plan") and the Company's stockholders approved the 2016 Plan in May 2016. As of September 24, 2016, the Company reserved a total of 7.2 million shares of common stock for issuance of stock options, RSUs and PSUs to employees, non-employees, consultants and members of the Company's board of directors, pursuant to the 2016 Plan, plus any shares subject to awards granted under the Company’s 2007 Equity Incentive Plan (the “2007 Plan”) that, after the effective date of the 2016 Plan, expire, are forfeited or otherwise terminate without having been exercised in full to the extent such awards were exercisable, and shares issued pursuant to awards granted under the 2007 Plan that, after the effective date of the 2016 Plan, are forfeited to or repurchased by the Company due to failure to vest. The 2016 Plan has a maximum term of 10 years from the date of adoption, or it can be earlier terminated by the Company's board of directors. The 2007 Plan was canceled; however, it continues to govern outstanding grants under the 2007 Plan. The following tables summarize the Company’s equity award activity and related information (in thousands, except per share data): Number of Stock Options Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding at December 26, 2015 2,511 $ 7.26 $ 28,288 Stock options granted — $ — Stock options exercised (651 ) $ 4.42 $ 4,158 Stock options canceled (26 ) $ 12.38 Outstanding at September 24, 2016 1,834 $ 8.19 $ 1,761 Exercisable at September 24, 2016 1,826 $ 8.19 $ 1,761 Number of Restricted Stock Units Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Outstanding at December 26, 2015 4,932 $ 12.76 $ 91,285 RSUs granted 2,791 $ 14.32 RSUs released (1,984 ) $ 10.63 $ 23,948 RSUs canceled (263 ) $ 13.74 Outstanding at September 24, 2016 5,476 $ 14.28 $ 48,461 Number of Performance Stock Units Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Outstanding at December 26, 2015 731 $ 12.35 $ 13,540 PSUs granted 647 $ 15.28 PSUs performance earned (1) 234 $ 12.28 PSUs released (615 ) $ 11.25 $ 8,077 PSUs canceled (92 ) $ 15.21 Outstanding at September 24, 2016 905 $ 14.02 $ 8,008 Expected to vest at September 24, 2016 195 $ 1,725 (1) Represents the additional PSUs awarded resulting from the achievement of performance goals above the performance targets established at grant since the original grants were at 100% of target amounts. The aggregate intrinsic value of unexercised stock options is calculated as the difference between the closing price of the Company’s common stock of $8.85 at September 23, 2016 (the last trading day of the fiscal quarter) and the exercise prices of the underlying stock options. The aggregate intrinsic value of the stock options that have been exercised is calculated as the difference between the fair market value of the common stock at the date of exercise and the exercise price of the underlying stock options. The aggregate intrinsic value of unreleased RSUs and unreleased PSUs is calculated using the closing price of the Company's common stock of $8.85 at September 23, 2016 (the last trading day of the fiscal quarter). The aggregate intrinsic value of RSUs and PSUs released is calculated using the fair market value of the common stock at the date of release. The following table presents total stock-based compensation cost for instruments granted but not yet amortized, net of estimated forfeitures, of the Company’s equity compensation plans as of September 24, 2016 . These costs are expected to be amortized on a straight-line basis over the following weighted-average periods (in thousands, except for weighted-average period): Unrecognized Compensation Expense, Net Weighted- Average Period (in years) Stock options $ 30 1.3 RSUs $ 60,952 2.6 PSUs $ 7,163 1.6 Employee Stock Options The Company did not grant any stock options during the three and nine months ended September 24, 2016. Amortization of stock-based compensation related to stock options in the three and nine months ended September 24, 2016 and September 26, 2015 was insignificant in both periods. Employee Stock Purchase Plan The fair value of the shares was estimated at the date of grant using the following assumptions (expense amounts in thousands): Three Months Ended Nine Months Ended Employee Stock Purchase Plan September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Volatility 67% 39% 56% - 67% 39% - 53% Risk-free interest rate 0.51% 0.26% 0.51% - 0.52% 0.13% - 0.26% Expected life 0.5 years 0.5 years 0.5 years 0.5 years Estimated fair value $3.16 $6.43 $3.16 - $4.53 $5.15 - $6.43 Total stock-based compensation expense $1,565 $1,147 $4,054 $3,275 Restricted Stock Units The Company granted RSUs to employees and members of the Company’s board of directors to receive shares of the Company’s common stock. All RSUs awarded are subject to each individual's continued service to the Company through each applicable vesting date. The Company accounted for the fair value of the RSUs using the closing market price of the Company’s common stock on the date of grant. Amortization of stock-based compensation related to RSUs in the three and nine months ended September 24, 2016 and September 26, 2015 was approximately $7.7 million and $21.4 million , respectively, and $5.6 million and $16.7 million , respectively. Performance Stock Units Pursuant to the 2007 Plan, the Company has granted PSUs to certain of the Company’s executive officers, senior management and employees. All PSUs awarded are subject to each individual's continued service to the Company through each applicable vesting date and if the performance metrics are not met within the time limits specified in the award agreements, the PSUs will be canceled. A number of PSUs granted to the Company’s executive officers and senior management are based on the total shareholder return of the Company's common stock price as compared to the total shareholder return of the S&P North American Technology Multimedia Networking Index ("SPGIIPTR") over the span of one year , two years and three years . The number of shares to be issued upon vesting of these PSUs range from 0 to 2.0 times the target number of PSUs granted depending on the Company’s performance against the SPGIIPTR. The ranges of estimated values of the PSUs granted that are compared to the SPGIIPTR, as well as the assumptions used in calculating these values were based on estimates as follows: 2016 2015 2014 Index SPGIIPTR SPGIIPTR SPGIIPTR Index volatility 18% 18% - 19% 25% Infinera volatility 55% 48% 49% - 50% Risk-free interest rate 0.95% - 1.07% 0.97% - 1.10% 0.66% - 0.71% Correlation with index 0.58 - 0.59 0.52 0.60 Estimated fair value $10.31 - $16.62 $18.08 - $19.29 $6.59 - $7.60 In addition, certain other PSUs granted to the Company’s executive officers, senior management and certain employees will only vest upon the achievement of specific financial or operational performance criteria. The following table summarizes by grant year, the Company’s PSU activity for the nine months ended September 24, 2016 (in thousands): Total Number of Performance Stock Units 2013 2014 2015 2016 Outstanding at December 26, 2015 731 147 260 324 — PSUs granted 647 — — — 647 PSUs performance earned (1) 234 70 53 111 — PSUs released (615 ) (211 ) (179 ) (225 ) — PSUs canceled (92 ) (6 ) (11 ) (62 ) (13 ) Outstanding at September 24, 2016 905 — 123 148 634 (1) Represents the additional PSUs awarded resulting from the achievement of performance goals above the performance targets established at grant since the original grants were at 100% of target amounts. Amortization of stock-based compensation related to PSUs for the three and nine months ended September 24, 2016 was approximately $1.7 million and $4.9 million , respectively, and was approximately $1.6 million and $3.8 million , respectively for the corresponding periods in 2015. Stock-Based Compensation The following tables summarize the effects of stock-based compensation on the Company’s condensed consolidated balance sheets and statements of operations for the periods presented (in thousands): September 24, 2016 December 26, 2015 Stock-based compensation effects in inventory $ 4,378 $ 3,129 Stock-based compensation effects in property, plant and equipment, net $ 74 $ 93 Three Months Ended Nine Months Ended September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Stock-based compensation effects included in net income (loss) before income taxes Cost of revenue $ 756 $ 645 $ 2,175 $ 1,740 Research and development 3,496 2,788 9,721 8,183 Sales and marketing 2,826 2,131 8,006 5,922 General and administration 2,465 1,911 6,850 5,406 $ 9,543 $ 7,475 $ 26,752 $ 21,251 Cost of revenue – amortization from balance sheet (1) 668 976 2,439 2,617 Total stock-based compensation expense $ 10,211 $ 8,451 $ 29,191 $ 23,868 (1) Stock-based compensation expense deferred to inventory and deferred inventory costs in prior periods and recognized in the current period. |