Stockholders' Equity | 8. Stockholders’ Equity Common and Preferred Stock As of December 31, 2015 and 2014, the Company is authorized to issue 200,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. The Company is authorized to issue preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption and liquidation preferences. As of December 31, 2015 and 2014, no shares of preferred stock were outstanding. 2007 Stock Incentive Plan Upon completion of its IPO in May 2007, the Company adopted the 2007 Stock Incentive Plan, the 2007 Plan, which reserved 5,000,000 shares of the Company’s common stock. The number of shares of the common stock reserved for issuance will be increased annually on January 1 st 2001 Stock Incentive Plan The Company’s 2001 Stock Incentive Plan, the 2001 Plan, expired as of December 31, 2011, thus there were no outstanding shares reserved for issuance. Options granted under the 2001 Plan were either incentive stock options or non-statutory stock options as determined by the Company’s board of directors. Options granted under the 2001 Plan vested at the rate specified by the plan administrator, typically with 1/8th of the shares vesting six months after the date of grant and 1/48th of the shares vesting monthly thereafter over the next three and one half years to four and one half years. The term of option expire ten years from the date of grant. Under the Company’s 2001 Plan, certain employees have the right to early-exercise unvested stock options, subject to rights held by the Company to repurchase unvested shares in the event of voluntary or involuntary termination. For options granted prior to March 2005, the Company has the right to repurchase any such shares at the shares’ original purchase price. For options granted after March 2005, the Company has the right to repurchase such shares at the lower of market value or the original purchase price. No outstanding unvested shares of common stock as of December 31, 2015 and 2014. Stock Options Detail related to stock option activity is as follows: Number of Options Outstanding Weighted Average Exercise Price Balance as of December 31, 2012 4,197,704 $ 16.83 Options granted 242,375 37.15 Options exercised (723,047 ) 14.95 Options cancelled and forfeited (164,816 ) 34.36 Balance as of December 31, 2013 3,552,216 17.79 Options granted 165,000 38.78 Options exercised (1,082,914 ) 14.05 Options cancelled and forfeited (8,042 ) 28.46 Balance as of December 31, 2014 2,626,260 20.62 Options granted 87,178 64.70 Options exercised (685,439 ) 14.02 Options cancelled and forfeited - - Balance as of December 31, 2015 2,027,999 24.75 The aggregate intrinsic value for options exercised during the years ended December 31, 2015, 2014 and 2013, were $37.4 million, $36.2 million and $16.0 million, respectively, representing the difference between the closing price of the Company’s common stock at the date of exercise and the exercise price paid. The following table summarizes information about stock options outstanding as of December 31, 2015: Outstanding Options Exercisable Options Exercise Prices Number of Shares Weighted Average Remaining Contractual Term Weighted Average Exercise Price Number of shares Weighted Average Exercise Price Aggregate Intrinsic Value $3.04 - $3.04 362,584 0.22 $ 3.04 362,584 $ 3.04 $5.42 - $8.52 14,126 1.01 7.35 14,126 7.35 $10.32 - $10.32 344,668 0.10 10.32 344,668 10.32 $13.50 - $24.16 312,675 0.90 22.44 312,675 22.44 $24.99 - $35.73 304,702 2.93 32.31 296,346 32.21 $37.63 - $37.63 409,961 3.20 37.42 342,967 37.38 $37.83 - $62.86 267,283 5.03 46.03 112,724 40.66 $76.38 - $76.38 12,000 6.46 76.38 6,000 76.38 $3.04 - $76.38 2,027,999 1.99 $ 24.75 1,792,090 $ 21.87 $ 83,200,687 Exercisable 1,792,090 1.58 $ 21.87 $ 78,633,864 Vested and expected to vest 2,009,482 1.96 $ 24.53 $ 82,880,538 The aggregate intrinsic value for options outstanding at December 31, 2015, represents the difference between the weighted average exercise price and the closing price of the Company’s common stock at December 31, 2015, as reported on The NASDAQ Global Market, for all in the money options outstanding. The fair value of each option grant for the years ended December 31, 2015, 2014 and 2013 were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions below. Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.34% to 1.41% 1.26% to 1.47% 0.32% to 1.04% Expected life 3.77 to 4.58 years 3.77 to 4.53 years 3.77 to 4.53 years Dividend yield 0% 0% 0% Volatility 41.0% to 43.0% 43.8% to 45.1% 45.8% to 49.6% The estimated weighted-average grant date fair value of options granted for the years ended December 31, 2015, 2014 and 2013 was $23.79 per share, 14.63 per share and 14.91 per share, respectively. As of December 31, 2015, there was $3.4 million of unrecognized compensation costs, net of estimated forfeitures, related to stock options granted under the Company’s 2007 Equity Incentive Plan and 2001 Stock Incentive Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.07 years. Restricted Stock Units The Company began issuing RSUs in 2007. Shares are issued on the date the restricted stock units vest, and the fair value of the underlying stock on the dates of grant is recognized as stock-based compensation over a three or four-year vesting period. A summary of the activity of restricted stock for the related periods are presented below : Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance as of December 31, 2012 1,823,563 $ 33.17 Granted 1,119,570 36.32 Issued and released (867,213 ) 32.46 Cancelled and forfeited (299,750 ) 32.29 Balance as of December 31, 2013 1,776,170 35.64 Granted 1,970,094 41.32 Issued and released (1,154,123 ) 37.55 Cancelled and forfeited (127,394 ) 37.05 Balance as of December 31, 2014 2,464,747 39.21 Granted 955,592 61.82 Issued and released (1,115,525 ) 40.94 Cancelled and forfeited (110,746 ) 45.82 Balance as of December 31, 2015 2,194,068 47.85 The total intrinsic value of the RSUs outstanding as of December 31, 2015 was $144.2 million, representing the closing price of the Company’s stock on December 31, 2015, multiplied by the number of non-vested RSUs expected to vest as of December 31, 2015. Included in the RSU grants in the year ended December 31, 2015 are one-year and two-year performance-based RSU’s granted in February 2015. The Company determined that the fair value of these performance RSU’s were $2.1 million and $0.7 million, respectively. Based on the Company’s evaluation of the probability of achieving the milestones as of December 31, 2015, no stock-based compensation was recorded related to these performance-based RSU’s. The Company continues to evaluate the probability of achieving the milestone of the outstanding performance-based RSU grants at each reporting period and updates the recognition of related stock-based compensation expense. Also included in the RSU grants in the year ended December 31, 2015 in the table above is a four-year vesting market-based RSU granted in February 2015. This market-based RSU will vest if: (i) the average closing price of the Company’s common stock over a period of 30 consecutive trading days is equal to or greater than the price per share set by the Board; and (ii) the recipient remains in continuous service with the Company through such vesting period. The Company determined that the grant date fair value of this market-based RSU was $1.5 million and recorded the related stock-based compensation expense for the year ended December 31, 2015. In October 2014, the Company granted RSU’s in connection with the Xpliant Merger Agreement. See Note 5 of Notes to Consolidated Financial Statements for related discussions. As of December 31, 2015, there was $79.0 million of unrecognized compensation costs, net of estimated forfeitures related to RSUs granted under the Company’s 2007 Equity Incentive Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.32 years. Stock-Based Compensation The following table presents the detail of stock-based compensation expense amounts included in the consolidated statements of operations for each of the periods presented: Year Ended December 31, 2015 2014 2013 (in thousands) Cost of revenue $ 765 $ 954 $ 951 Research and development 29,085 32,328 18,577 Sales, general and administrative 18,447 19,177 15,070 $ 48,297 $ 52,459 $ 34,598 The total stock-based compensation cost capitalized as part of inventory as of December 31, 2015 and 2014 was not material. |