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 and six months ended July 1, 2017 , no stock options were granted. During the three months ended July 1, 2017 , 3,000 shares of stock options were exercised at a weighted-average exercise price of $5.62 per share. During the six months ended July 1, 2017 , 5,000 shares of stock options were exercised at a weighted-average exercise price of $5.99 per share. As of July 1, 2017 , unrecognized stock-based compensation expense of $2.5 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 July 1, 2017 , 209,870 shares of RSUs were granted with a weighted-average grant date fair value of $6.70 per share. During the six months ended July 1, 2017 , 412,970 shares of RSUs were granted with a weighted-average grant date fair value of $6.85 per share. During the three months ended July 1, 2017 , 510,827 shares of RSUs vested, net of shares withheld for statutory income tax purposes, and were converted to an equivalent number of shares of common stock. During the six months ended July 1, 2017 , 562,988 shares of RSUs vested, net of shares withheld for statutory income tax purposes, and were converted to an equivalent number of shares of common stock. Taxes withheld from employees of $1.5 million were remitted to the relevant taxing authorities during the three months ended July 1, 2017 . Taxes withheld from employees of $1.7 million were remitted to the relevant taxing authorities during the six months ended July 1, 2017 . As of July 1, 2017 , unrecognized stock-based compensation expense of $11.6 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 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 July 1, 2017 , 25,000 shares of PRSUs vested and were converted into 15,604 shares of common stock, net of shares withheld for statutory income tax purposes. During the six months ended July 1, 2017 , 325,000 shares of PRSUs vested and were converted into 195,656 shares of common stock, net of shares withheld for statutory income tax purposes. Taxes withheld from employees of $0.1 million were remitted to the relevant taxing authorities during the three months ended July 1, 2017 . Taxes withheld from employees of $0.9 million were remitted to the relevant taxing authorities during the six months ended July 1, 2017 . As of July 1, 2017 , unrecognized stock-based compensation expense of $0.4 million related to PRSUs, net of estimated forfeitures, is expected to be recognized over a weighted-average period of 1.1 years. Employee Stock Purchase Plans The Company’s Amended and Restated Employee Stock Purchase Plan (“Restated 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. The offering periods under the Restated ESPP were six-month periods commencing on November 2 nd and May 2 nd 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 th and November 15 th of each year, effective May 15, 2017. The ending date of the Restated ESPP offering period which commenced on November 2, 2016 was extended until May 14, 2017 as a result of this change. The price of common stock purchased under the Restated 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 July 1, 2017 , there were 3,000,217 shares available for issuance under the Restated ESPP. During the three and six months ended July 1, 2017 , 119,011 shares were purchased under the Restated ESPP. As of July 1, 2017 , unrecognized stock-based compensation expense of $0.7 million related to the Restated ESPP is expected to be recognized over a remaining service period of 4.5 months. On March 30, 2017, the Company’s board of directors, upon recommendation of the Compensation Committee, approved the adoption of the Calix, Inc. 2017 Nonqualified Employee Stock Purchase Plan (“Nonqualified ESPP”). The Nonqualified ESPP was approved by our stockholders on May 17, 2017, with the initial offering period commencing July 1, 2017. Under the Nonqualified ESPP, eligible employees can purchase shares of the Company’s common stock through payroll deductions of up to 25 percent of their annual compensation. Eligible employees have the right to (a) purchase the maximum number of whole shares of common stock that can be purchased with the elected payroll deductions during each offering period for which the employee is enrolled at a purchase price equal to the closing price of the Company’s common stock on the last day of such offering period and (b) receive an equal number of shares of the Company’s common stock that are subject to a risk of forfeiture in the event the employee terminates employment within the one year period immediately following the purchase date. The Nonqualified ESPP provides two six -month offering periods, from January 1 through June 30 and July 1 through December 31 of each year. The maximum number of shares of common stock currently authorized for issuance under the Nonqualified ESPP is 1,000,000 shares, with a maximum of 500,000 shares allocated per purchase period. 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 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. |