Stockholders' Equity | 8. Stockholders’ Equity Common and Preferred Stock As of December 31, 2016 and 2015, 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. 2001 Stock Incentive Plan The Company’s 2001 Stock Incentive Plan (the “2001 Plan”) expired as of December 31, 2011, thus as of December 31, 2016 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. 2007 Equity Incentive Plan Upon completion of its IPO in May 2007, the Company adopted the 2007 Equity Incentive Plan, the (“2007 Plan”), which initially reserved 5,000,000 shares of the Company’s common stock. The 2007 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, and other forms of equity compensation (collectively, “stock awards”), and performance cash awards, all of which may be granted to employees (including officers), directors, and consultants or affiliates. Awards granted under the 2007 Plan vest at the rate specified by the plan administrator, for stock options, 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 and for restricted stock unit awards typically with quarterly vesting over four years. The term of awards expires seven to ten years from the date of grant. As of December 31, 2016, there were 8,863,022 shares reserved for issuance under the 2007 Plan. 2016 Equity Incentive Plan On June 15, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 EIP”), which initially reserved for issuance 3,600,000 shares of the Company’s common stock. The 2016 EIP is intended as the successor to and continuation of the Company’s 2007 Plan and following the adoption of the 2016 EIP, no more awards will be granted from the 2007 Plan. The 2016 EIP provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards, which may be granted to employees, directors and consultants. Following the effective date, no additional awards may be granted under the 2007 Plan. All outstanding awards granted under the 2007 EIP will remain subject to the terms of such plan, provided however, that the following shares of common stock subject to any outstanding stock award granted under the 2007 Plan (collectively, the “2007 Plan Returning Shares”) will immediately be added to the share reserve as and when such shares become 2007 Plan Returning Shares and become available for issuance pursuant to awards granted under the 2016 EIP: . QLogic 2005 Plan Following the closing of the acquisition of QLogic, the Company assumed and will continue the QLogic 2005 Performance Incentive Plan (the “QLogic 2005 Plan”). Following the closing of the acquisition of QLogic, the total shares available for future grant under the QLogic 2005 Plan was 3,612,039 shares of the Company’s common stock. The QLogic 2005 Plan provides for the issuance of restricted stock unit awards, incentive and non-qualified stock options, and other stock-based incentive awards. Restricted stock unit awards, or RSUs, granted pursuant to the QLogic 2005 Plan to employees subject to a service condition generally vest over four years from the date of grant. Stock options granted pursuant to the QLogic 2005 Plan to employees have ten year terms and generally vest over four years from the date of grant. Stock Options Detail related to stock option activity is as follows: Number of Options Outstanding Weighted Average Exercise Price 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 Options granted 175,776 48.88 Assumed from the acquisition 1,045 34.63 Options exercised (1,010,670 ) 11.31 Options cancelled and forfeited (161 ) 32.40 Balance as of December 31, 2016 1,193,989 39.68 The aggregate intrinsic value for options exercised during the years ended December 31, 2016, 2015 and 2014, was $41.5 million, $37.4 million and $36.2 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, 2016: 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 $8.52 - $33.44 149,523 1.31 $ 25.53 149,523 $ 25.53 $35.73 - $36.54 180,529 2.16 35.73 180,373 35.73 $37.22 - $37.55 205,688 1.19 37.22 205,688 37.22 $37.63 - $37.63 204,293 3.22 37.63 190,893 37.63 $37.83 - $42.01 178,953 3.54 38.71 136,075 38.98 $43.62 - $76.38 275,003 5.75 53.98 58,617 63.11 $8.52 - $76.38 1,193,989 3.10 $ 39.68 921,169 $ 37.02 $ 27,368,172 Exercisable 921,169 2.39 $ 37.02 $ 23,593,675 Vested and expected to vest 1,172,678 3.05 $ 39.50 $ 27,101,509 The aggregate intrinsic value for options outstanding at December 31, 2016, represents the difference between the weighted average exercise price and the closing price of the Company’s common stock at December 31, 2016, as reported on The NASDAQ Global Market, for all in the money options outstanding. The estimated weighted-average grant date fair value of options granted for years ended December 31, 2016, 2015 and 2014 was $18.65 per share, $23.79 per share, and $14.63 per share, respectively. The fair value of each option grant for the years ended December 31, 2016, 2015 and 2014 were estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions below. Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.11% 1.34% to 1.41% 1.26% to 1.47% Expected life 4.96 years 3.77 to 4.58 years 3.77 to 4.53 years Dividend yield 0% 0% 0% Volatility 42.51% 40.96% to 43.03% 43.8% to 45.1% As of December 31, 2016, there was $3.9 million of unrecognized compensation cost, net of estimated forfeitures, related to stock options granted under the 2007 Plan, the Company’s 2001 Stock Incentive Plan and the QLogic 2005 Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.50 years. Restricted Stock Units A summary of the activity of RSU for the related periods are presented below: Number of Shares Weighted- Average Grant Date Fair Value Per Share 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 Granted 2,482,048 53.22 Assumed from the acquisition 1,301,199 51.55 Vested (1,583,775 ) 47.60 Cancelled and forfeited (274,221 ) 53.37 Balance as of December 31, 2016 4,119,319 51.98 For the year ended December 31, 2016, the Company issued 1,547,694 shares of common stock in connection with the vesting of RSUs. The difference between the number of RSUs vested and the shares of common stock issued for the year ended December 31, 2016 is the result of RSUs withheld in satisfaction of minimum tax withholding obligations associated with the vesting. The total intrinsic value of the RSUs outstanding as of December 31, 2016 was $256.9 million, representing the closing price of the Company’s stock on December 31, 2016, multiplied by the number of non-vested RSUs expected to vest as of December 31, 2016. In February 2015, the Company granted one-year and two-year performance-based RSUs with grant date fair values of $2.1 million and $0.7 million, respectively. In February 2016, the Company granted one-year performance-based RSUs with a grant date fair value of $2.9 million. The Company recorded the related stock-based compensation expense based on its evaluation of the probability of achieving the milestones of all of the outstanding performance-based RSUs as of December 31, 2016 and 2015. At each reporting period, the Company evaluates the probability of achieving the milestone of each of the outstanding performance-based RSUs and updates the recognition of related stock-based compensation expense. The Company also granted four-year vesting market-based RSUs in February 2015 with a grant date fair value of $1.5 million. In February 2016, the Company granted three-year vesting market-based RSUs with a grant date fair value of $3.3 million. These market-based RSUs will vest if: (i) during the performance period, the Company’s total stockholder return over a period of 30 consecutive trading days is equal to or greater than that of the price per share with respect to the February 2015 grant and industry index with respect to the February 2016 grant, set by the compensation committee of the board of directors; and (ii) the recipient remains in continuous service with the Company through such vesting period. The fair value of the market-based RSU was determined by management using the Monte Carlo simulation method which takes into account multiple input variables that determine the probability of satisfying the market conditions stipulated in the award. This method requires the input of assumptions, including the expected volatility of the Company’s common stock, and a risk-free interest rate, similar to assumptions used in determining the fair value of the stock option grants discussed above. The Company recorded the related stock-based compensation expense for the years ended December 31, 2016 and 2015 related to these grants. As of December 31, 2016, there was $164.8 million of unrecognized compensation costs, net of estimated forfeitures, related to RSUs granted under the 2007 Plan, 2016 EIP and the QLogic 2005 Plan 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, 2016 2015 2014 (in thousands) Cost of revenue $ 1,389 $ 765 $ 954 Research and development 41,701 29,085 32,328 Sales, general and administrative 42,240 18,447 19,177 $ 85,330 $ 48,297 $ 52,459 The total stock-based compensation cost capitalized as part of inventory as of December 31, 2016 and 2015 was not material. |