Stockholders' Equity | NOTE 5 — Stockholders’ Equity Common Stock As of December 31, 2017, there were 500,000,000 shares of common stock authorized, 64,725,439 shares issued and 63,048,801 shares outstanding. Common stockholders are entitled to dividends if and when declared by the Board of Directors. Cash Dividends For the year ended December 31, 2017, the Board of Directors declared quarterly cash dividends totaling $0.28 per share annually of common stock outstanding. On February 14, 2018 the Board of Directors declared a quarterly dividend of $0.08 per share to be paid on April 5, 2018 to record-holders as of March 22, 2018. While the Company currently expects to pay comparable cash dividends on a quarterly basis in the future, any future determination with respect to the declaration and payment of dividends will be at the discretion of the Board of Directors. As of December 31, 2017, the Company had a dividend payable balance of $4.4 million, which was paid to stockholders in January 2018. Stock Repurchase Program On October 24, 2017, the Board of Directors approved a stock repurchase program of up to $60.0 million of the Company’s common stock over a twelve-month period of which $10.8 million has been utilized as of December 31, 2017. The approximate dollar value of shares that may yet be purchased under the repurchase program is $49.2 million. Any share repurchases may be made through open market and privately negotiated transactions, at times and in such amounts as management deems appropriate, and may or may not be made pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and amount of any shares repurchased will depend on a variety of factors, including stock price, market conditions, corporate and regulatory requirements (including applicable securities laws and regulations and the rules of The NASDAQ Stock Market), any additional constraints related to material inside information the Company may possess, and capital availability. The Company has no commitment to make any repurchases. The stock repurchase program may be modified, extended or terminated by the Board of Directors at any time and there is no guarantee as to the exact number of shares, if any, that will be repurchased under the program. The stock repurchase program is expected to be funded by available working capital. The repurchases were recorded as treasury stock and resulted in a reduction of stockholders’ equity. The Company repurchased shares of its common stock in the open market during the periods presented as follows: Total Number of Shares Purchased Average Repurchase Price Per Share Amount Year ended December 31, 2015: (In thousands) Third quarter 344,000 $ 32.43 $ 11,154 Second quarter 378,000 $ 42.29 $ 15,984 First quarter 275,000 $ 41.15 $ 11,317 Total 997,000 $ 38,455 Total Number of Shares Purchased Average Repurchase Price Per Share Amount Year ended December 31, 2017: (In thousands) Fourth quarter 399,638 $ 27.02 $ 10,800 Common Stock Reserved for Future Issuance As of December 31, 2017, the Company has reserved the following shares of common stock for issuance in connection with: Stock options outstanding 4,635,510 Restricted stock units outstanding 2,390,910 Performance stock units outstanding 81,160 Stock awards available for grant 5,476,488 Total shares reserved 12,584,068 Stock Plans 1998 Stock Plan The 1998 Stock Plan expired in April 2010. The Company has reserved a total of 305,155 shares of its common stock for issuance under its 1998 Stock Plan related to options granted prior to the initial public offering. Under the 1998 Stock Plan, the Board of Directors granted stock purchase rights and incentive and non-statutory stock options to employees, consultants and directors at fair market value on the date of grant. Vesting provisions of stock purchase rights and options granted under the 1998 Stock Plan were determined by the Board of Directors. Stock purchase rights have a 30-day expiration period and options expire no later than 10 years from the date of grant. In the event of voluntary or involuntary termination of employment with the Company, with or without cause, typically all unvested options are forfeited and all vested options must be exercised within three months or they are forfeited. 2009 Stock Incentive Plan The Company has reserved a total of 6,802,425 shares of its common stock for issuance under its Amended and Restated 2009 Stock Incentive Plan (the 2009 Stock Incentive Plan). In February 2013, the Board of Directors amended and restated the 2009 Stock Incentive Plan and approved the 2013-2017 Long-Term Incentive Program (the LTIP) thereunder, which was subsequently approved by stockholders in May 2013. Under the LTIP, the Company may grant performance stock unit (PSUs) awards based on objective performance criteria pre-established by the Compensation Committee of the Board of Directors. Under the 2009 Stock Incentive Plan, the Board of Directors may grant restricted stock awards, RSUs, PSUs, stock appreciation rights and incentive and non-statutory stock options to employees, consultants and directors at fair market value on the date of grant. Vesting provisions of equity awards granted under the 2009 Stock Incentive Plan are determined by the Board of Directors. Options granted will generally vest over a period of four years with 25% vesting on the first anniversary of the grant date and 1/48 vesting per month thereafter. Options expire no later than 10 years from the date of grant. RSUs will vest according to the terms of the award on the date of the grant, which is typically a period of four years with 25% of the shares vesting on each anniversary after the grant date. Restricted stock and PSUs awarded will vest according to the terms of the award on the date of the grant. For PSUs granted for the years ended December 31, 2013 and 2014, each PSU award consisted of two vesting cliffs. Sixty percent of each award vested on January 1, 2016 and 40% vested on January 1, 2018. Depending on performance against the target metrics, vesting could be between 0% and 140%. On a quarterly basis, the estimated probability of achieving the objective performance criteria was re-evaluated by management and the expense was adjusted accordingly at the end of each balance sheet period. The number of shares of the Company’s common stock issued to the award recipients at the end of each of the PSU vesting periods was based on actual achievement results. Options, RSUs and PSUs carry neither voting rights nor rights to dividends. In the event of voluntary or involuntary termination of employment with the Company, with or without cause, typically all unvested options, RSUs and PSUs are forfeited and all vested options must be exercised within three months or they are forfeited. Certain awards under the 2009 Stock Incentive Plan also provide for partial acceleration in the event of involuntary termination within 12 months of a change of control event, death, or total and permanent disability. In February 2016, the Board of Directors approved an executive severance and change in control policy for the Company’s executive officers, which provides that the executive officers may receive 100% accelerated vesting of outstanding equity awards and extended exercise rights for outstanding stock option awards, subject to severance and change in control conditions and contingent upon the execution by the executive officer of a full release of claims against the Company and any of its affiliates. The change in control provisions apply to the equity awards made to the Company’s executive officers under the 2009 Stock Incentive Plan on May 20, 2016. Upon vesting, RSUs and PSUs are settled in common stock on a one-for-one basis. Upon vesting of the RSUs and PSUs, the Company typically withholds shares that would otherwise be distributed to the employee when the RSUs and PSUs are settled having a fair market value equal to the amount necessary to satisfy minimum tax withholding obligations, which the Company will remit from operational cash. As of December 31, 2017, no shares were subject to repurchase and 5,476,488 shares were available for future grant. The 2009 Stock Incentive Plan expires in March 2026. Stock Option Plans The following table summarizes option activity under the 1998 Stock Plan and the 2009 Stock Incentive Plan: Number of Options Weighted Average Exercise Price Weighted Average Remaining Term Aggregate Intrinsic Value Balance, January 1, 2015 4,148,998 $ 27.73 Granted 1,115,109 37.30 Exercised (546,511 ) 16.86 Forfeited (317,781 ) 39.63 Balance, December 31, 2015 4,399,815 30.65 Granted 1,831,432 27.05 Exercised (404,208 ) 16.39 Forfeited (369,946 ) 36.96 Balance, December 31, 2016 5,457,093 30.07 Granted 804,231 40.96 Exercised (933,245 ) 24.03 Forfeited (692,569 ) 35.45 Balance, December 31, 2017 4,635,510 $ 32.37 6.62 $ 13,915,173 Vested and expected to vest, December 31, 2017 4,635,510 $ 32.37 6.62 $ 13,915,173 Exercisable, December 31, 2017 2,616,627 $ 30.95 5.40 $ 11,208,649 The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the aggregate difference between the fair value of the Company’s common stock on December 31, 2017 of $30.30, and the exercise price of in-the-money options) that would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of options exercised during the years ended December 31, 2015, 2016 and 2017 was $12.9 million, $6.2 million and $16.0 million, respectively. The weighted average fair value per share of options granted to employees for the years ended December 31, 2015, 2016 and 2017 was approximately $13.17, $10.35 and $15.24, respectively. Total cash received from employees as a result of employee stock option exercises for the years ended December 31, 2015, 2016 and 2017 was $9.2 million, $6.6 million and $22.4 million, respectively. The total grant-date fair value of the shares vested during the years ended December 31, 2015, 2016 and 2017 was $11.2 million, $11.2 million and $13.9 million, respectively. As of December 31, 2017, there was $11.3 million of unrecognized compensation cost related to unvested stock options, to be recognized over the weighted average remaining requisite service period of 1.2 years. The following weighted average assumptions were used to value options granted: 2015 2016 2017 Expected life in years 6 6 6 Risk-free interest rate 1.72% 1.42% 2.05% Volatility 37% 43% 38% Dividend yield 0.8% 1.0% 0.7% Restricted Stock Units Information The following table summarizes RSU activity under the 2009 Stock Incentive Plan: Number of Shares Weighted Average Grant-Date Fair Value Weighted Average Remaining Term Aggregate Intrinsic Value Balance, January 1, 2015 844,722 $ 36.38 Granted 363,388 36.23 Vested and settled (1) (302,617 ) 34.90 Forfeited (90,676 ) 37.06 Balance, December 31, 2015 814,817 36.78 Granted 1,156,344 27.28 Vested and settled (1) (278,700 ) 36.15 Forfeited (95,140 ) 34.36 Balance, December 31, 2016 1,597,321 30.16 Granted 1,511,078 36.03 Vested and settled (1) (473,569 ) 31.95 Forfeited (243,920 ) 33.15 Balance, December 31, 2017 2,390,910 $ 33.21 1.72 $ 72,444,573 Expected to vest, December 31, 2017 2,390,910 $ 33.21 1.72 $ 72,444,573 (1) Vested and settled for the years ended December 31, 2015, 2016 and 2017 includes 100,337 shares, 104,109 shares and 157,196 shares, respectively, which were tendered in exchange for minimum tax withholdings. The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (using the fair value of the Company’s common stock on December 31, 2017 of $30.30). As of December 31, 2017, the aggregate intrinsic value of unvested RSUs was $72.4 million. The total intrinsic value of RSUs vested and settled during the years ended December 31, 2015, 2016 and 2017 was $10.8 million, $9.0 million and $17.1 million, respectively. The total grant-date fair value of shares vested during the years ended December 31, 2015, 2016 and 2017 was $10.6 million, $10.1 million and $15.1 million, respectively. As of December 31, 2017, there was $48.4 million of unrecognized compensation cost related to restricted stock purchase rights to be recognized over the weighted average remaining requisite service period of 1.7 years. Performance Stock Units Information During the years ended December 31, 2013 and 2014, the Compensation Committee of the Board of Directors granted PSUs to certain executives. The following table summarizes unvested PSU activity under the 2009 Stock Incentive Plan: Number of Shares Weighted Average Grant-Date Fair Value Weighted Average Remaining Term Aggregate Intrinsic Value Balance, January 1, 2015 292,000 $ 43.32 Granted - - Vested and settled - - Forfeited - - Balance, December 31, 2015 292,000 43.32 Granted - - Vested and settled (38,797 ) 43.32 Forfeited (148,123 ) 43.27 Balance, December 31, 2016 105,080 43.39 Granted - - Vested and settled - - Forfeited (23,920 ) 43.16 Balance, December 31, 2017 81,160 $ 43.46 0.0 $ 2,459,148 Expected to vest, December 31, 2017 20,488 $ 43.46 0.0 $ 620,786 The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (using the fair value of the Company’s common stock on December 31, 2017 of $30.30). As of December 31, 2017, of the remaining unrecognized compensation cost was immaterial and the remaining requisite service period for PSUs ended January 1, 2018. On January 1, 2016, performance achievement for the December 31, 2015 performance metrics that were probable of achievement resulted in 38,797 shares issued to certain executives in February 2016. On January 1, 2018, performance achievement for the December 31, 2017 performance metrics that were probable of achievement resulted in 20,488 shares issued to certain executives in February 2018. Stock-based Compensation The following table summarizes the stock-based compensation by functional area: Year Ended December 31, 2015 2016 2017 (In thousands) Stock-based compensation: Cost of revenue $ 4,501 $ 7,974 $ 10,225 Research and development 5,631 6,012 7,575 Sales and marketing 7,643 9,610 8,355 General and administrative 7,918 9,604 9,703 Amortization of intangible assets 335 489 567 Total stock-based compensation $ 26,028 $ 33,689 $ 36,425 Recognized income tax benefit on stock-based compensation included with income tax expense for the years ended December 31, 2015, 2016 and 2017 was $10.5 million, $13.4 million and $10.2 million, respectively. On January 1, 2017, the Company adopted ASU No. ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting and elected to account for forfeitures as they occur, which may cause the timing of stock-based compensation expense to be more volatile. |