Stockholders' Equity | Stockholders’ Equity Equity Incentive Plans The Company currently maintains two equity incentive plans, the 2002 Stock Plan and the 2010 Equity Incentive Award Plan (together, the “Plans”). These plans were approved by the stockholders and are described in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2017 . The Company also maintains a Long Term Incentive Program under the 2010 Equity Incentive Award Plan. Under the Long Term Incentive Program, certain key employees of the Company are eligible for equity awards based on the Company’s stock price performance. To date, awards granted under the Plans consist of stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PRSUs”). Stock Options During the three months ended April 1, 2017 , no stock options were granted. During the three months ended April 1, 2017 , 2,000 stock options were exercised at a weighted-average exercise price of $6.54 per share. As of April 1, 2017 , unrecognized stock-based compensation expense of $3.2 million related to stock options, net of estimated forfeitures, is expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units During the three months ended April 1, 2017 , 203,100 RSUs were granted with a weighted-average grant date fair value of $7.00 per share. During the three months ended April 1, 2017 , 52,161 RSUs vested, net of shares withheld at the then-current value equivalent to the employees’ minimum statutory obligation for applicable income and other employment taxes, and were converted to an equivalent number of shares of common stock. Taxes withheld from employees of $0.3 million were remitted to the relevant taxing authorities during the three months ended April 1, 2017 . As of April 1, 2017 , unrecognized stock-based compensation expense of $12.6 million related to RSUs, net of estimated forfeitures, was expected to be recognized over a weighted-average period of 2.4 years. Performance Restricted Stock Units In 2012, 2013 and 2014, the Company granted PRSUs to its executives with two -year and three -year performance periods. The performance criterion is based on the relative total shareholder return (“TSR”) of Calix common stock as compared to the TSR of the Company’s peer group and accounted for as a market condition. The TSR is calculated by dividing (a) the average closing trading price for the 90 -day period ending on the last day of the applicable performance period by (b) the average closing trading price for the 90 -day period immediately preceding the first day of the applicable performance period. This TSR is then used to derive the achievement ratio, which is then multiplied by the number of units in the grant to derive the common stock to be issued for each performance period, which may equal from zero percent ( 0% ) to two hundred percent ( 200% ) of the target award. In 2016, the Company granted PRSUs to its executives with a one -year performance period and a subsequent two -year service period. The performance target for these particular performance-based awards is based on the Company’s revenue during the performance period and accounted for as a performance condition. After the one -year performance period, if the performance target is met and subject to certification by the Compensation Committee of the Company’s board of directors, each PRSU award shall vest with respect to 50% of the PRSUs subject to the award in February 2017, 25% in February 2018 and 25% in February 2019, subject to the executive’s continuous service with the Company from the grant date through the respective vesting dates. If the performance target is not met, all PRSUs granted under this award shall be immediately forfeited and canceled without vesting of any shares. During the three months ended April 1, 2017 , 300,000 PRSUs vested and were converted into 180,052 shares of common stock, net of shares withheld at the then-current value equivalent to the employees’ minimum statutory obligation for applicable income and other employment taxes. Taxes withheld from employees of $0.8 million were remitted to the relevant taxing authorities during the three months ended April 1, 2017 . As of April 1, 2017 , unrecognized stock-based compensation expense of $0.7 million related to PRSUs, net of estimated forfeitures, is expected to be recognized over a weighted-average period of 1.4 years. Employee Stock Purchase Plan The Company’s Amended and Restated Employee Stock Purchase Plan (“ESPP”) allows employees to purchase shares of the Company’s common stock through payroll deductions of up to 15 percent of their annual compensation subject to certain Internal Revenue Code limitations. In addition, no participant may purchase more than 2,000 shares of common stock in each offering period. Prior to 2015, the offering periods under the 2010 ESPP were six-month periods commencing on June 1 and December 1 of each year. In January 2015, the Compensation Committee of the Company’s board of directors approved a change in those six-month period commencement dates to November 2 and May 2 of each year, effective November 2, 2015. In July 2016, the Compensation Committee of the Company’s board of directors approved a change in those six-month period commencement dates to May 15 and November 15 of each year, effective May 15, 2017. The ending date of the ESPP offering period which commenced on November 2, 2016 will be extended until May 14, 2017 as a result of this change. The price of common stock purchased under the 2010 ESPP is 85 percent of the lower of the fair market value of the common stock on the commencement date and the end date of each six -month offering period. As of April 1, 2017 , there were 119,228 shares available for issuance under the ESPP. There were no shares purchased under the ESPP during the three months ended April 1, 2017 . As of April 1, 2017 , unrecognized stock-based compensation expense of $0.2 million related to the ESPP is expected to be recognized over a remaining service period of 1.5 months. Stock-Based Compensation Expense Stock-based compensation expense associated with stock options, RSUs, PRSUs, and purchase rights under the ESPP is measured at the grant date based on the fair value of the award, and is recognized, net of forfeitures, as expense over the remaining requisite service period on a straight-line basis. The Company values RSUs at the closing market price of the Company’s common stock on the date of grant. Stock-based compensation expense associated with PRSUs with graded vesting features and which contain both a performance and a service condition is measured based on the closing market price of the Company’s common stock on the date of grant, and is recognized, net of forfeitures, as expense over the requisite service period using the graded vesting attribution method. Compensation expense is only recognized if the Company has determined that it is probable that the performance condition will be met. The Company reassesses the probability of vesting at each reporting period and adjusts compensation expense based on its probability assessment. In February 2017, the Compensation Committee of the Company’s board of directors determined that the performance condition related to PRSUs granted to executives in 2016 was met based on the Company’s actual revenue recognized during fiscal 2016. The fair value of PRSUs with a market condition is estimated on the date of award, using a Monte Carlo simulation model to estimate the TSR of the Company’s stock in relation to the peer group over each performance period. Compensation cost on PRSUs with a market condition is not adjusted for subsequent changes in the Company’s stock performance or the level of ultimate vesting. Stock Repurchase On April 26, 2015, the Company’s board of directors approved a program to repurchase up to $40 million of its common stock from time to time. This stock repurchase program commenced in May 2015 and was completed in March 2016. Under this program, stock was purchasable in open market or private transactions, through block trades, and/or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and any open market purchases were to be made in accordance with the limitations set out in Rule 10b-18 of the Exchange Act. The decision to consummate any repurchases (including any decision to adopt a 10b5-1 plan for this purpose) were to be made at management’s discretion at prices management considered to be attractive and in the best interests of the Company and its stockholders. In March 2016, the Company completed the $40 million stock repurchase program and has repurchased a total of 5,329,817 shares of common stock from May 2015 to March 2016 at an average price of $7.50 per share. The Company uses the cost method to account for common stock repurchases held in treasury. The price paid for the stock is charged to the treasury stock account shown separately within stockholders’ equity as a contra-equity account. |