STOCK OPTION AND OTHER BENEFIT PLANS | NOTE 12 — STOCK OPTION AND OTHER BENEFIT PLANS 2007 Equity Incentive Plan In 2007, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan permits the Company to grant stock options, RSUs, PSUs, PSOs and other stock-based awards to employees, non-employee directors and consultants. In April 2017, the Company’s Board of Directors approved, and in June 2017, the Company’s stockholders approved, the Third Amended and Restated 2007 Equity Incentive Plan (the “Third Amended 2007 Plan”). The Third Amended 2007 Plan includes an increase of 8,000 shares in the aggregate number of shares of common stock authorized for issuance under the plan. It also includes (i) a minimum vesting requirement, pursuant to which each share that is subject to a stock-based award may not vest prior to the first anniversary of the date of grant of such stock-based award (subject to a carve-out of 5% of the shares reserved for issuance under the plan) and (ii) a limitation on the value of stock-based awards that may be granted to any non-employee director in any calendar year. In April 2018, the Company’s Board of Directors approved, and in June 2018, the Company’s stockholders approved, the Fourth Amended and Restated 2007 Equity Incentive Plan (the “Fourth Amended 2007 Plan”). The Fourth Amended 2007 Plan includes an increase of 10,000 shares in the aggregate number of shares of common stock authorized for issuance under the plan. It also removed the limitation on the number of shares that can be issued in any calendar year to a participant. In April 2019, the Company’s Board of Directors approved, and in June 2019, the Company’s stockholders approved, the fifth Amended and Restated 2007 Equity Incentive Plan (the “Fifth Amended 2007 Plan”). The Fifth Amended 2007 Plan includes an increase of 4,600 shares in the aggregate number of shares of common stock authorized for issuance under the plan. The Company may grant options under the 2007 Plan at prices no less than 85% of the estimated fair value of the shares on the date of grant as determined by its Board of Directors, provided, however, that (i) the exercise price of an incentive stock option (“ISO”) or non-qualified stock options (“NSO”) may not be less than 100% or 85%, respectively, of the estimated fair value of the underlying shares of common stock on the grant date, and (ii) the exercise price of an ISO or NSO granted to a 10% stockholder may not be less than 110% of the estimated fair value of the shares on the grant date. The fair value of the Company’s common stock is determined by the last sale price of such stock on the Nasdaq Global Select Market on the date of determination. The stock options granted to employees generally vest with respect to 25% of the underlying shares one year from the vesting commencement date and with respect to an additional 1/48 As of December 31, 2019, 2,686 shares were available for future grants under the Fifth Amended 2007 Plan. Performance-based equity awards In 2017, the Company revised its executive compensation program to emphasize a pay-for-performance culture eliminating annual cash bonus plans for the Company’s C-suite executives and corporate vice presidents and eliminating In 2018, the Company determined to continue to emphasize a pay-for-performance culture by (1) eliminating cash bonuses for C-Suite members for 2019 and replacing their cash bonus opportunity with PSOs and replacing their cash bonus opportunity with PSUs; (2) having a significant portion of C-Suite members’ annual equity award be comprised of PSOs in addition to standard time vesting stock options; (3) having a significant portion of annual equity award be comprised of PSUs in addition to standard time vesting stock options; and (4) having each creative leader’s annual equity award be comprised solely of PSUs. In 2019, the Company again determined to continue to emphasize a pay-for-performance culture by (1) eliminating cash bonuses for C-Suite members and certain other executives for 2020 and replacing their cash bonus opportunity with PSUs and (2) having a significant portion of each executive’s annual equity award be comprised of PSUs in addition to standard time vesting RSUs. In addition to the performance-based equity awards described above, the Company also awarded PSUs in 2019 to certain key non-executive employees in the Company. These performance-based awards are subject to the achievement of specified annual performance goals. They become eligible to vest only if the applicable performance goals are achieved and will vest only if the grantee remains employed with the Company through each applicable vesting date. The fair value of these awards is estimated on the date of grant. If the performance goals are not met as of the end of the performance period, no compensation expense is recognized and any previously recognized expense is reversed. The expected cost is based on the awards that are probable to vest and is recognized over the service period. The performance-based awards issued in lieu of cash bonuses in 2017, 2018 and 2019 will vest, if the applicable performance goals are achieved, on February 15, 2019, February 15, 2020 and February 15, 2021, respectively. The performance-based awards issued as part of annual equity awards in 2017, 2018 and 2019 will vest, if the applicable performance goals are achieved, ratably in three annual tranches starting from February 15, 2019 and February 15, 2020 and February 15, 2021 respectively. The number of shares that may vest under these programs ranges from 0% to 200% of the target amounts and will be determined based on the achievement of specified annual performance goals. The PSUs awarded to certain key non-executive employees in 2019 will vest in June 2020 and December 2020 based on the achievement of specified annual performance goals. The awards under these programs were granted under the 2007 Plan. 2007 Employee Stock Purchase Plan In 2007, the Company’s Board of Directors adopted and the Company’s stockholders approved, the 2007 Employee Stock Purchase Plan (the “2007 Purchase Plan”). The Company initially reserved 667 shares of its common stock for issuance under the 2007 Purchase Plan. On each January 1 for the first eight calendar years after the first offering date, the aggregate number of shares of the Company’s common stock reserved for issuance under the 2007 Purchase Plan was increased automatically by the number of shares equal to 1% of the total number of outstanding shares of the Company’s common stock on the immediately preceding December 31, provided that the Board of Directors had the power to reduce the amount of the increase in any particular year and provided further that the aggregate number of shares issued over the term of this plan may not exceed 5,333. The 2007 Purchase Plan permits eligible employees, including employees of certain of the Company’s subsidiaries, to purchase common stock at a discount through payroll deductions during defined offering periods. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or after a purchase period ends. In January 2009, the 2007 Purchase Plan was amended to provide that the Compensation Committee of the Company’s Board of Directors may fix a maximum number of shares that may be purchased in the aggregate by all participants during any single offering period (the “Maximum Offering Period Share Amount”). The Compensation Committee may raise or lower the Maximum Offering Period Share Amount. The Compensation Committee established the Maximum Offering Period Share Amount of 500 shares for the offering period that commenced on February 15, 2009 and ended on August 14, 2009, and a Maximum Offering Period Share Amount of 200 shares for each offering period thereafter. In February 2016, the Committee increased the Maximum Offering Period Share Amount for the offering period that started on February 22, 2016 and for each subsequent offering period to 450 shares. In April 2017, the Company’s Board of Directors approved, and in June 2017, the Company’s stockholders approved the Amended and Restated 2007 Employee Stock Purchase Plan (the “Amended 2007 Purchase Plan”). The Amended 2007 Purchase Plan includes an increase of 4,000 shares in the aggregate number of shares of common stock authorized for issuance under the plan and removal of the expiration date of the plan. As of December 31, 2019, 2,787 shares were available for issuance under the 2007 Purchase Plan. 2018 Equity Inducement Plan In April 2018, the Compensation Committee of the Company’s Board of Directors adopted the 2018 Equity Inducement Plan (the “2018 Plan”) to replace the Inducement Plan. The Company did not seek stockholder approval for the 2018 Plan. As such, awards under the Inducement Plan will be granted in accordance with Nasdaq Listing Rule 5635(c)(4) and only to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with the Company. The Company may grant NSOs under the Inducement Plan at prices less than 100% of the fair value of the shares on the date of grant, at the discretion of its Board of Directors. The fair value of the Company’s common stock is determined by the last sale price of such stock on the Nasdaq Global Select Market on the date of determination. The Company initially reserved 400 shares of common stock for issuance under the 2018 Plan. As of December 31, 2019, 156 shares were reserved for future grants under the 2018 Inducement Plan. RSU Activity A summary of the Company’s RSU activity is as follows: Weighted Weighted Number of Average Average Remaining Aggregate Units Grant Date Contractual Intrinsic Outstanding Fair Value Term (Years) Value Awarded and unvested, December 31, 2016 8,224 $ 3.33 Granted 2,360 $ 2.31 Vested (2,863) $ 3.45 Forfeited (1,909) $ 3.01 Awarded and unvested, December 31, 2017 5,812 $ 2.96 Granted 278 $ 5.90 Vested (2,648) $ 3.24 Forfeited (421) $ 2.71 Awarded and unvested, December 31, 2018 3,021 $ 3.01 Granted 2,936 $ 6.84 Vested (1,688) $ 3.27 Forfeited (318) $ 4.17 Awarded and unvested, December 31, 2019 3,951 $ 5.66 1.51 $ 23,905 PSU Activity The following table summarizes the Company’s PSU activity: Weighted Weighted Number of Average Average Remaining Aggregate Units Grant Date Contractual Intrinsic Outstanding Fair Value Term (Years) Value Awarded and unvested, December 31, 2016 - $ - Granted 661 $ 3.59 Awarded and unvested, December 31, 2017 661 $ 3.59 Granted 2,909 $ 5.85 Forfeited (40) $ 4.03 Awarded and unvested, December 31, 2018 3,530 $ 5.45 Granted 2,780 $ 6.46 Vested (700) $ 4.59 Forfeited (193) $ 6.14 Awarded and unvested, December 31, 2019 5,417 $ 6.06 1.32 $ 32,769 PSUs expected to vest at December 31, 2019 276 $ 3.61 0.13 $ 1,667 PSO Activity The following table summarizes the Company’s PSO activity: Weighted Weighted Number of Average Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Term (Years) Value Balance as of December 31, 2016 - $ - Granted 4,246 $ 3.60 Forfeited (76) $ 3.97 Balance as of December 31, 2017 4,170 $ 3.59 Granted 2,737 $ 5.87 Forfeited (151) $ 3.59 Balance as of December 31, 2018 6,756 $ 4.51 Exercised (173) $ 3.59 Balance as of December 31, 2019 6,583 $ 4.54 8.15 $ 10,765 PSOs expected to vest at December 31, 2019 409 $ 3.60 7.85 $ 1,002 PSO exercisable at December 31, 2019 3,339 $ 3.60 7.80 $ 8,188 Stock Option Activity The following table summarizes the Company’s stock option activity: Options Outstanding Weighted Weighted Number Average Average Remaining Aggregate of Exercise Contractual Intrinsic Shares Price Term (Years) Value Balances at December 31, 2016 15,813 $ 2.74 Options granted 5,346 $ 3.10 Options canceled (2,716) $ 3.16 Options exercised (1,511) $ 2.73 Balances at December 31, 2017 16,932 $ 2.78 Options granted 6,092 $ 4.82 Options canceled (1,213) $ 3.54 Options exercised (3,320) $ 2.88 Balances at December 31, 2018 18,491 $ 3.39 Options granted 815 $ 7.58 Options canceled (1,219) $ 4.73 Options exercised (1,799) $ 2.81 Balances at December 31, 2019 16,288 $ 3.56 7.08 $ 42,165 Options exercisable at December 31, 2019 9,846 $ 3.21 6.67 $ 28,331 The Company has computed the aggregate intrinsic value amounts disclosed in the above table based on the difference between the original exercise price of the options and the fair value of the Company’s common stock of $6.05 per share at December 31, 2019. The total intrinsic value of awards exercised during the years ended December 31, 2019, 2018 and 2017 was $7,806, $10,957, and $1,732, respectively. Stock-Based Compensation The Company recognizes stock-based compensation expense in accordance with ASC 718, and has estimated the fair value of each option award on the grant date using the Black-Scholes option valuation model and the weighted average assumptions noted in the following tables. Performance Stock Options Year Ended December 31, 2019 2018 2017 Dividend yield — % — % — % Risk-free interest rate — % 2.89 % 2.07 % Expected volatility — % 60.2 % 63.3 % Expected term (years) — 5.98 5.81 Stock Options Year Ended December 31, 2019 2018 2017 Dividend yield — % — % — % Risk-free interest rate 1.88 % 2.63 % 1.76 % Expected volatility 57.2 % 57.9 % 57.8 % Expected term (years) 4.00 4.00 4.00 The expected term of stock options gave consideration to early exercises, post-vesting cancellations and the options’ contractual term ranging from 6 to 10 years. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for the PSOs as the Company has not granted such awards in the past. As a result, the Company used the simplified method to calculate the expected term estimate based on the vesting and contractual terms of the PSOs. Under the simplified method, the expected term is equal to the average of the stock-based awards vesting period and their contractual term. The PSOs have a contractual term of 10 years. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury Constant Maturity Rate as of the date of grant. The Company based its expected volatility on its own historical volatility for the year ended December 31, 2019, 2018, and 2017, respectively. The weighted-average fair value of stock options granted during the year ended December 31, 2019, 2018 and 2017 was $3.44, $2.25 and $1.42 per share, respectively. The Company did not grant any The cost of RSUs and PSUs are determined using the fair value of the Company’s common stock based on the quoted closing price of the Company’s common stock on the date of grant. RSUs typically vest and are settled over approximately a four-year period with 25% of the shares vesting on or around the one-year anniversary of the grant date and the remaining shares vesting quarterly thereafter. Compensation cost for RSUs is amortized on a straight-line basis over the requisite service period. Compensation cost for PSUs is amortized on an accelerated attribution basis over the requisite service period of the award. The following table summarizes the consolidated stock-based compensation expense by line items in the consolidated statement of operations: Year Ended December 31, 2019 2018 2017 Research and development $ 10,466 $ 12,807 $ 6,460 Sales and marketing 1,700 2,795 1,289 General and administrative 5,217 8,990 7,314 Total stock-based compensation expense $ 17,383 $ 24,592 $ 15,063 The following table summarizes total compensation expense related to unvested awards not yet recognized as of December 31, 2019: Unrecognized Compensation Expense for Unvested Awards Stock options $ 11,214 RSUs 19,947 PSUs (1) 7,609 PSOs (1) 99 Total unrecognized compensation expense $ 38,869 (1) The unrecognized compensation expense for PSOs and PSUs vesting in FY2022 and FY2023 is not included in the table above as the Company does not have a reasonable basis upon which to estimate the vesting probability of such awards in those future periods. The unrecognized compensation expense related to stock options and RSUs will be recognized over a weighted average period of 1.80 years and 1.51 years, respectively. The unrecognized stock compensation expense related to unvested PSUs and PSOs will be recognized over a weighted average period of 0.95 and 0.13 years, respectively. Stock-based compensation expense in the year ended December 31, 2019, was approximately $17,383 (comprising approximately $7,043 related to stock options, $2,421 related to performance-based awards, $6,559 related to RSUs and $1,360 related to the 2007 Purchase Plan). Stock-based compensation expense in the year ended December 31, 2018, was approximately $24,592 (comprising approximately $6,386 related to stock options, $9,195 related to performance-based awards, $8,084 related to RSUs and $927 related to the 2007 Purchase Plan). Stock-based compensation expense in the year ended December 31, 2017, was approximately $15,063 (comprising approximately $3,585 related to stock options, $790 related to performance-based awards, $10,127 related to RSUs and $561 related to the 2007 Purchase Plan). Cash proceeds, net of taxes, from option exercises were $3,305, $5,643 and $2,564 for the years ended December 31, 2019, 2018 and 2017, respectively. The Company realized no significant income tax benefit from stock option exercises during the year ended December 31, 2019, 2018 and 2017. As permitted by ASC 718, the Company has deferred the recognition of its excess tax benefit from non-qualified stock option exercises. 401(k) Defined Contribution Plan The Company sponsors a 401(k) defined contribution plan covering certain eligible employees. In 2019, the Company started matching a portion of the contribution made by participants who met certain employment criteria. The matching contributions made by the Company to date were not material not |