Equity Award Plans | 9. Equity Award Plans Stock-Based Compensation Plans On March 30, 2012, the Board of Directors and the Company’s stockholders approved the 2012 Equity Incentive Plan (the “2012 Plan”), which became effective in April 2012. The 2012 Plan was amended, effective June 2019, when the Company’s stockholders approved an Amended and Restated 2012 Equity Incentive Plan (the “Amended 2012 Plan”) at the annual meeting of the stockholders on June 6, 2019. The Company has seven equity incentive plans: the Company’s 2002 stock option plan (the “2002 Plan”), the Amended 2012 Plan and five plans assumed by the Company upon various business acquisitions. The assumed plans are the Cloudmark plan, the WebLife plan, the Meta Networks plan, and two FireLayers plans. Upon the Company’s initial public offering, all shares that were reserved under the 2002 Plan but not issued, and shares issued but subsequently returned to the plan through forfeitures, cancellations and repurchases became part of the 2012 Plan and no further shares will be granted pursuant to the 2002 Plan. No further shares will be granted pursuant to the assumed plans. All outstanding stock awards under the 2002 Plan, the assumed plans and Amended 2012 Plan will continue to be governed by their existing terms. Under the Amended 2012 Plan, the Company has the ability to issue incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted stock awards, stock bonus awards, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and performance stock units (“PSUs”). The Amended 2012 Plan also allows direct issuance of common stock to employees, outside directors and consultants at prices equal to the fair market value at the date of grant of options or issuance of common stock. Additionally, the Amended 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. The Company has the right to repurchase any unvested shares (at the option exercise price) of common stock issued directly or under option exercises. The right of repurchase generally expires over the vesting period. Stock bonus and other liability awards are accounted for as liability-classified awards, because the obligations are based predominantly on fixed monetary amounts that are generally known at the inception of the obligation, to be settled with a variable number of shares of the Company’s common stock. Under the equity incentive plans, the term of an option grant shall not exceed ten years from the date of its grant and options generally vest over a three to four-year period, with vesting on a monthly or annual interval. As of June 30, 2019, 7,960 shares were available for future grant. Restricted stock awards generally vest over a four-year period. The Company net-share settles equity awards held by employees by withholding shares upon vesting to satisfy tax withholding obligations. The shares withheld to satisfy employee tax withholding obligations are returned to the Company’s Amended 2012 Plan and will be available for future issuance. Payments for employee’s tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as financing activities in the Company’s consolidated statements of cash flows. Stock Options There were no options granted during the three and six months ended June 30, 2019 and 2018. The Company realized no income tax benefit from stock option exercises in each of the periods presented due to recurring losses and the valuation allowances for deferred tax assets. Stock option activity under the Plan is as follows: Shares subject to Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance at December 31, 2018 1,255 $ 28.67 4.77 $ 69,224 Options assumed per business acquisition 34 3.07 Options exercised (157 ) 18.17 Options forfeited and expired — — Balance at June 30, 2019 1,132 $ 29.36 4.49 $ 102,846 The total intrinsic value of options exercised was $16,078 and $27,181 for the six months ended June 30, 2019 and 2018, respectively. Total cash proceeds from such option exercises were $2,876 and $4,276 for the six months ended June 30, 2019 and 2018, respectively. The fair value of option grants that vested was $815 and $1,925 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the Company had unamortized stock-based compensation expense of $5,319 related to stock options that will be recognized over the average remaining vesting term of the options of 1.55 years. Restricted Stock and Performance Stock Units A following table summarized the activity of RSUs and PSUs: RSUs and PSUs Outstanding Number of Shares Granted Fair Value Per Unit Awarded and unvested at December 31, 2018 4,568 $ 89.88 Awards assumed per business acquisition 76 119.13 Awards granted 968 119.10 Awards vested (779 ) 92.86 Awards forfeited (244 ) 94.55 Awarded and unvested at June 30, 2019 4,589 $ 95.77 As of June 30, 2019, there was $316,606 of unamortized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 3.48 years. The Company granted 161 and 166 shares of PSUs in the six months ended June 30, 2019 and 2018, respectively. The PSU vesting conditions were based on individual performance targets. Unamortized stock-based compensation expense was $23,518 as of June 30, 2019. Stock Bonus and Other Liability Awards The total accrued liability for the stock bonus and other liability awards was $6,484 and $12,741 as of June 30, 2019 and December 31, 2018, respectively. During the six months ended June 30, 2019 and 2018, 107 and 61 shares, respectively, of common stock earned under the stock bonus program were issued. Stock-based compensation expense related to stock bonus program was $6,484 and $6,022 for the six months ended June 30, 2019 and 2018, respectively. In March 2015, the Company issued liability awards with a fair value of $6,885, which vested annually over a three-year period and were subject to continuous service and other conditions. The liability was settled with a variable number of shares of the Company’s common stock. During the six months ended June 30, 2018, 20 shares were vested and issued. The Company recognized $408 of stock-based compensation expense related to these liability awards in the six months ended June 30, 2018. There were no outstanding liability awards as of December 31, 2018. Employee Stock Purchase Plan On March 30, 2012, the Board of Directors and the Company’s stockholders approved the 2012 Employee Stock Purchase Plan (the “ESPP”), which became effective in April 2012. A total of 745 shares of the Company’s common stock were initially reserved for future issuance under the ESPP. The number of shares reserved for issuance under the ESPP will increase automatically on January 1 of each of the first eight years commencing with 2013 by the number of shares equal to 1% of the Company’s shares outstanding on the immediately preceding December 31, but not to exceed 1,490 shares, unless the Board of Directors, in its discretion, determines to make a smaller increase. As of June 30, 2019, there were 2,277 shares of the Company’s common stock available for future issuance under the ESPP. As of June 30, 2019, the Company expects to recognize $2,664 of the total unamortized compensation cost related to employee purchases under the ESPP over a weighted average period of 0.4 years. Restricted Stock and Deferred Shares The Company granted 111 shares of restricted stock in 2016 to certain key employees with the total fair value of $8,669 with annual vesting term of three years. The Company recognized $1,432 of stock-based compensation expense in each of the six months ended June 30, 2019 and 2018. As of June 30, 2019, there was $917 of unamortized stock-based compensation expense related to the unvested shares of restricted stock. The shares of restricted stock are subject to forfeiture if employment terminates prior to the lapse of the restrictions, and are expensed over the vesting period. They are considered issued and outstanding shares of the Company at the grant date and have the same rights as other shares of common stock. As part of the WebLife acquisition in 2017, 107 shares were deferred for certain key employees with the total fair value of $9,652, and a vesting period between three and four years. The Company recognized $1,197 of stock-based compensation in each of the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was $5,835 of unamortized stock-based compensation expense related to the unvested deferred shares. The deferred shares are subject to forfeiture if employment terminates prior to the lapse of the deferral date, and are expensed over the vesting period. As part of the Wombat acquisition in 2018, 51 shares were deferred for certain key employees with the total fair value of $5,458, and a vesting period of two years. The Company recognized $1,598 and $912 of stock-based compensation in the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was $1,572 of unamortized stock-based compensation expense related to the unvested deferred shares. The deferred shares are subject to forfeiture if employment terminates prior to the lapse of the deferral date, and are expensed over the vesting period. As part of the Meta Networks acquisition in 2019, 72 shares were deferred for certain key employees with the total fair value of $8,338 allocated to post-combination expense, and a vesting period of three years. The Company recognized $350 of stock-based compensation in the three months ended June 30, 2019. As of June 30, 2019, there was $7,988 of unamortized stock-based compensation expense related to the unvested deferred shares. The deferred shares are subject to forfeiture if employment terminates prior to the lapse of the deferral date and are expensed over the vesting period. They are considered issued and outstanding shares of the Company at the acquisition date and have the same rights as other shares of common stock. |