Stock-based compensation | 14. Stock-based compensation Equity incentive programs 2004 Stock Option Plan In March 2004, the Company adopted the 2004 Stock Option Plan (the “2004 Plan”) for the benefit of its eligible employees, consultants and independent directors. In February 2011, in connection with the closing of the Company’s initial public offering and execution of the associated underwriting agreement, shares authorized for issuance under the 2004 Plan were cancelled (except for those shares reserved for issuance upon exercise of outstanding stock options). As of December 31, 2015, options to purchase 1,131,570 shares were outstanding under the 2004 Plan and no shares were available for future grant. 2007 Stock Appreciation Grants Plan In October 2007, the Company adopted its 2007 Stock Appreciation Grants Plan (the “2007 Plan”). The 2007 Plan provides for the grant of units (“stock appreciation units”) entitling the holder upon exercise to receive cash in an amount equal to the amount by which the Company’s common stock has appreciated in value. Each stock appreciation unit entitles a participant to a cash payment in the amount of the excess of the fair market value of a share of common stock on the exercise date over the fair market value of a share of common stock on the award date. The total appreciation available to a participant from the exercise of an award is equal to the number of stock appreciation units being exercised, multiplied by the amount of appreciation per stock appreciation unit. The stock appreciation units granted under the 2007 Plan were primarily granted to employees or consultants of the Company’s subsidiaries in China. The Company re-measures the fair value (based on the market price of the Company’s common stock at the relevant period end) of all vested and outstanding stock appreciation units and adjusts compensation expense and corresponding liability accordingly. The Company also recognizes compensation expense for additional vested stock appreciation units. As of December 31, 2015, 342,316 stock appreciation units were outstanding, of which 17,142 stock appreciation units were vested. The Company does not intend to grant additional stock appreciation units under the 2007 Plan. 2010 Equity Incentive Plan In April 2010, the Company adopted its 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan will terminate on April 13, 2020, unless sooner terminated by the board of directors. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, market-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, and to non-employee directors and consultants. Additionally, the 2010 Plan provides for the grant of market-based cash awards. Incentive stock options may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants. Under the terms of the 2010 Plan, awards may be granted at prices not less than 100% of the fair value of the Company’s common stock, as determined by the Company’s board of directors, on the date of grant for an incentive stock option and not less than 85% of the fair value of the Company’s common stock on the date of grant for a non-qualified stock option. Options vest over a period of time as determined by the board of directors, generally over a three to four year period, and expire ten years from date of grant. Initially, the aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2010 Plan was 865,420 shares. The number of shares of the Company’s common stock reserved for issuance under the 2010 Plan automatically increase on January 1st each year, starting on January 1, 2012 and continuing through January 1, 2020, by 3.5% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or such lesser number of shares of common stock as determined by the Company’s board of directors. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the 2010 Plan is 8,000,000 shares. As of December 31, 2015, stock options to purchase and restricted stock units to convert to a total of 3,480,080 shares of common stock were outstanding under the 2010 Plan and 323,493 shares were reserved for future issuance. 2010 Employee Stock Purchase Plan In February 2011, the Company adopted its 2010 Employee Stock Purchase Plan (the “2010 ESPP”). The 2010 ESPP was implemented through a series of offerings of purchase rights to eligible U.S. employees. The offering period is for 12 months beginning November 16 th of each year, with two purchase dates on May 15 th and November 15 th . Due to the delay in filing its 2013 Annual Report on Form 10-K, in May 2014 the Compensation Committee of the Company’s Board of Directors (the “Committee”) rescheduled the May 15 purchase date under the then offering period to June 17, 2014. Additionally, the Committee waived the existing purchase limits for the June 17, 2014 purchase only and created a modification of the purchase price formula for such offering period. In connection with this modification, the Company recorded an immaterial charge as stock based compensation expense in its 2014 consolidated statements of operations. The 2010 ESPP initially authorized the issuance of 342,568 shares of the Company’s common stock pursuant to purchase rights granted to employees or to employees of designated affiliates. The number of shares of common stock reserved for issuance automatically increase on January 1st of each year, starting January 1, 2012 and continuing through January 1, 2020, in an amount equal to the lesser of (1) 3.5% of the total number of shares of common stock outstanding on December 31 st of the preceding calendar year, (2) 600,000 shares of common stock or (3) such lesser number of shares of common stock as determined by the Company’s board of directors. As of December 31, 2015, the Company had 378,503 shares reserved for future issuance. The Company issued 599,879 shares during the year ended December 31, 2015. 2011 Inducement Award Plan In September 2011, the Company adopted its 2011 Inducement Award Plan (the “2011 Plan”). The 2011 Plan provides for awarding options, stock appreciation rights, restricted stock grants, restricted stock units and other awards to new employees of the Company and its affiliates, including as a result of future business acquisitions. All options under this plan will be designated as non-statutory stock options. The number of shares initially reserved for issuance under the 2011 Plan was 750,000 shares. The exercise price of awards shall be not less than 100% of the fair market value of the Company’s common stock on the date of grant. Each stock appreciation right grant will be denominated in shares of common stock equivalents. Options and stock appreciation rights have a maximum term of ten years measured from the date of grant, subject to earlier termination following the individual’s cessation of service with the Company. In 2015, an additional 100,000 shares were authorized for issuance by the Company’s board of directors. As of December 31, 2015, stock options to purchase a total of 396,147 shares of common stock were outstanding under the 2011 Plan and 381,558 shares were reserved for future issuance. Determining Fair Value The Company estimated the fair value of certain stock-based awards using a Black-Scholes-Merton valuation model with the following assumptions: Years ended December 31, Stock options 2015 2014 2013 Weighted-average expected term (years) 5.33 5.36 6.49 Weighted-average volatility 60% 62% 74% Risk-free interest rate 1.37% - 1.85% 1.62% – 2.00% 1.08% – 1.86% Expected dividends — % — % — % Stock appreciation units Weighted-average expected term (years) 3.54 2.34 1.90 Weighted-average volatility 62% 56% 58% Risk-free interest rate 0.25% - 1.57% 0.13% – 1.07% 0.10% – 0.63% Expected dividends — % — % — % ESPP Weighted-average expected term (years) 0.69 0.65 0.73 Weighted-average volatility 58% 54% 48% Risk-free interest rate 0.03% - 0.14% 0.05% – 0.13% 0.09% – 0.16% Expected dividends — % — % — % Expected term. The expected term for stock options was estimated using the Company’s historical exercise behavior and expected future exercise behavior. Vested stock appreciation units first became exercisable upon the expiration of the lock-up period associated with the initial public offering. Therefore, the Company estimated the term of the award based on an average of the weighted-average exercise period and the remaining contractual term. The expected term for the ESPP represents the period of time from the beginning of the offering period to the purchase date. Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on a combination of its own volatility and the volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. Risk-free interest rate . The risk-free rate that the Company uses in the Black-Scholes-Merton option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Stock-Based Compensation Expense The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2015, 2014 and 2013. Unamortized stock-based compensation costs capitalized as part of inventory were immaterial in each of the periods presented (in thousands): Years ended December 31, 2015 2014 2013 Cost of goods sold $ $ $ Research and development Sales and marketing General and administrative $ $ $ 2014 Stock Option and Stock Appreciation Rights Repricing Offer On December 18, 2014, the Company completed an offer to certain of its current employees (or engaged as a consultant to the Company) to receive the opportunity to reduce the exercise price of certain outstanding eligible options or eligible stock appreciation rights to the closing trading price of the Company’s common stock on December 18, 2014, in exchange for such holders’ agreement to accept a new vesting schedule (the “Repricing Offer”). The eligible stock options and stock appreciation rights covered an aggregate of 2,373,692 shares of the Company’s common stock. On December 18, 2014 , options to purchase 1,948,631 shares of the Company’s common stock and stock appreciation rights to purchase 87,354 shares of the Company’s common stock were repriced in the Repricing Offer. The repriced eligible options and eligible stock appreciation rights had a grant date compensation cost, net of forecasted forfeitures, of approximately $2.6 million, which included incremental compensation cost of approximately $0.9 million . The new exercise price per share for each repriced eligible option or eligible stock appreciation right is $3.50 . Each of the repriced eligible options or eligible stock appreciation rights is subject to a new vesting schedule as follows: 50% of the shares subject to such repriced eligible option or eligible stock appreciation right shall vest and become exercisable on January 1, 2016 , and the remaining 50% shall vest and become exercisable in 12 equal monthly installments on each monthly anniversary thereafter, in each case subject to continued service with the Company on each applicable vesting date; provided, however, that alternative vesting applies to certain eligible options or eligible stock appreciation rights if the expiration date of such eligible options or eligible stock appreciation rights is after January 30, 2016, but on or before January 1, 2017 , then 50% of the shares subject to the repriced awards will vest and become exercisable on January 1, 2016 and the remaining shares will be subject to ratable monthly vesting over the remaining term ending 60 days prior to the expiration date of the repriced awards; if the expiration date of such eligible options or eligible stock appreciation rights is prior to January 30, 2016, then 100% of the shares subject to the repriced awards will vest and become exercisable on the 60 th day prior to the expiration date. Stock Option and Restricted Stock Unit Activity The following table summarizes the Company’s stock option and restricted stock unit, or RSU, activity during the year ended December 31, 2015: Stock Options Restricted Stock Units Weighted Weighted Shares Average Average Available Number of Exercise Number of Grant Date for Grant Shares Price Units Fair Value Balance at December 31, 2014 $ $ Authorized for issuance — $ — — $ — Granted $ $ Exercised/Converted — $ $ Cancelled/Forfeited $ $ Balance at December 31, 2015 $ $ The following table summarizes information about stock options outstanding as of December 31, 2015: Options Outstanding Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Value Shares Price Term (Years) (in Thousands) Vested and expected to vest $ $ Exercisable $ $ The fair value of options vested during the years ended December 31, 2015, 2014 and 2013 was $1.3 million, $1.2 million and $1.1 million, respectively. The intrinsic value of options vested and expected to vest and exercisable as of December 31, 2015 is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2015. The intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013, was $1.6 million, $0.4 million and $0.7 million, respectively. The weighted-average fair value of options granted was $3.87 , $1.89 and $4.65 per share for the years ended December 31, 2015, 2014 and 2013, respectively. At December 31, 2015, there was $7.1 million of unrecognized stock-based compensation expense for stock options, net of estimated forfeitures, which will be recognized over the remaining weighted-average period of 2.0 years. Included in the outstanding stock options at December 31, 2015 are 1.1 million shares of market-based stock options granted to key employees. These options will vest if the average closing price of the Company’s common stock over a period of 20 consecutive trading days is equal to or greater than $15.00 per share and the recipients remain in continuous service with the Company through such period, or fully accelerate and vest in December 2019 . The Company estimated the fair value of its market-based option grants as $4.72 for 2015, $1.65 for 2014 and $4.11 - $5.97 for 2013 using a Monte Carlo simulation model with the assumptions discussed above. The Company recorded approximately $0.9 million of compensation expense for these options in 2015 . The following table summarizes information about RSUs outstanding as of December 31, 2015: Restricted Stock Units Outstanding Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Value Shares Exercise Price Term (Years) (in Thousands) Vested and expected to vest $ — $ The fair value of RSUs vested during the years ended December 31, 2015, 2014 and 2013 was $3.3 million , $3.4 million and $2.1 million, respectively. The intrinsic value of RSUs vested and expected to vest as of December 31, 2015 is calculated based on the fair value of the Company’s common stock as of December 31, 2015. The intrinsic value of RSUs converted during the years ended December 31, 2015, 2014 and 2013, was $4.3 million , $1.8 million and $2.9 million, respectively. The weighted-average fair value of RSUs granted was $7.46 , $4.54 and $6.96 per share for the years ended December 31, 2015, 2014 and 2013, respectively. At December 31, 2015, the Company had $7.1 million of unrecognized stock-based compensation expense for RSUs, net of estimated forfeitures, which will be recognized over the remaining weighted-average period of 2.4 years. The majority of the Company’s RSUs that were converted during the years ended December 31, 2015, 2014 and 2013 were net share settled. Upon each settlement date, RSUs were withheld to cover the required withholding tax and the remaining amounts were delivered to the recipient as shares of the Company’s common stock. In 2015, 2014 and 2013, the Company withheld 95,227 , 108,623 and 68,390 shares, respectively, which represented the employees’ minimum statutory obligation for income and other employment taxes and remitted cash of $0.7 million, $0.4 million and $0.6 million, respectively, to the appropriate tax authorities. Stock Appreciation Unit Activity The following table summarizes the Company’s stock appreciation unit activity during the year ended December 31, 2015: Weighted- Stock Average Appreciation Exercise Units Price Stock appreciation units outstanding as of December 31, 2014 $ Stock appreciation units exercised $ Stock appreciation units cancelled $ Stock appreciation units outstanding as of December 31, 2015 $ The fair value of stock appreciation units vested in 2015 and 2014 was immaterial. The fair value of stock appreciation units vested in 2013 was $0.1 million. The intrinsic value of stock appreciation units is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2015. Cash paid for stock appreciation units exercised was $0.1 million in 2015, immaterial in 2014 and $0.1 million in 2013. As of December 31, 2015 and 2014, the liability for settlement of stock appreciation units was $0.7 million and $0.1 million, respectively, and was included in accrued and other current liabilities on the consolidated balance sheet. Based on the fair value of the stock appreciation units as of December 31, 2015, the Company has $1.7 million of unrecognized stock-based compensation expense for stock appreciation units that will be recognized over the remaining weighted-average period of 3.1 years. Included in the outstanding stock appreciation units at December 31, 2015 were 0.2 million shares of market-based stock appreciation units granted to key employees which were granted during 2013. These market-based units will vest if the average closing price of the Company’s common stock over a period of 20 consecutive trading days is equal to or greater than $15.00 per share and the recipient remains in continuous service with the Company through such period, or will fully accelerate and vest in December 2019. Employee Stock Purchase Plan The Company issued 599,879 shares under the 2010 ESPP during the year ended December 31, 2015. As of December 31, 2015, there was $0.9 million of unrecognized stock-based compensation expense for stock purchase rights that will be recognized over the remaining offering period, through November 2016. |