Employee Stock Plans | Employee Stock Plans 2010 Equity Incentive Plan The Company currently has one active plan under which awards have been granted. The 2010 Equity Incentive Plan was adopted by the Company's board of directors in March 2010 and approved by its stockholders in July 2010. In addition, the 2010 Equity Incentive Plan was amended by the Company’s board of directors and stockholders in 2012 and in 2014 to increase the number of shares of common stock authorized for issuance. The 2010 Equity Incentive Plan permits the Company to make grants of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, performance shares and dividend equivalent rights to its executives, employees, non-employee directors and consultants. Generally, shares that are forfeited or canceled from awards under the 2010 Equity Incentive Plan, the 2007 Stock Option and Grant Plan and the 2007 Restricted Preferred Stock Plan also will be available for future awards under the 2010 Equity Incentive Plan. In May 2012, the Company's board of directors adopted a U.K. sub plan to the 2010 Equity Incentive Plan, which was subsequently approved by the HM Revenue and Customs in November 2012. The U.K. sub plan provides for the issuance to U.K. residents of options to acquire shares of the Company's common stock. Further, the U.K. sub plan provides that if recipients exercise their options in an approved manner that meets the requirements of the U.K. sub plan, they will receive favorable tax treatment. At December 31, 2015 , the Company had stock options outstanding under the 2007 Stock Option and Grant Plan, and no awards outstanding under the 2007 Restricted Preferred Stock Plan. No additional grants will be made under these plans. At December 31, 2015 , there were 2,605,034 shares of common stock available for future grants under the 2010 Equity Incentive Plan. Stock options granted under the 2010 Equity Incentive Plan typically have a 10 -year contractual term and vest over four years, with 25% of the award vesting after one year and the balance vesting ratably over the subsequent 36 months . Prior to February 2013, stock options that were granted under the 2010 Equity Incentive Plan typically had a 10 -year contractual term and vested over four years and 6 months , with 25% of the award vesting after one year and the balance vesting ratably over the subsequent 42 months . Stock-based compensation expense related to all of the Company’s stock awards is included in operating expense categories, as follows: Years Ended December 31, 2015 2014 2013 (In thousands) Cost of revenue $ 491 $ 523 $ 692 Sales and marketing 1,990 1,920 1,320 General and administrative 7,663 6,390 4,998 Product development 1,416 1,551 1,276 Total $ 11,560 $ 10,384 $ 8,286 The total income tax benefit recorded for the years ended December 31, 2015 , 2014 and 2013 related to stock-based compensation is $4.3 million , $3.7 million and $2.8 million , respectively. However, for the years ended December 31, 2015 and 2014 , the income tax benefit was offset by the valuation allowance and therefore had no impact on the Consolidated Statements of Operations. Stock Options The following table summarizes the weighted average values of the assumptions used in the Black-Scholes pricing model to estimate the fair value of the stock options granted during the period presented: Years Ended December 31, 2015 2014 2013 Expected volatility 45.1% 51.1% 52.1% Expected life of option 6.25 years 6.21 years 6.09 years Risk free interest rate 1.8% 1.9% 1.3% Expected dividend yield 0.0% 0.0% 0.0% The following table summarizes stock option activity for the year ended December 31, 2015 : Shares Weighted Average Exercise Price Outstanding at December 31, 2014 4,688,256 $ 6.87 Granted 569,523 10.95 Exercised (776,293 ) 5.31 Forfeited (402,860 ) 9.19 Outstanding at December 31, 2015 4,078,626 $ 7.51 The following table contains additional information with respect to options outstanding and exercisable at December 31, 2015 : Options Outstanding Options Exercisable Number of Remaining Number Exercisable Remaining Weighted Average Life Exercise Prices: $1.59 - $4.73 632,802 5.22 527,220 4.95 $5.14 - $7.89 2,184,342 6.23 1,987,882 6.15 $8.08 - $11.91 983,661 8.91 207,351 8.16 $13.00 - $25.89 277,821 4.81 277,821 4.81 4,078,626 3,000,274 At December 31, 2015 , the aggregate intrinsic value of stock options outstanding and exercisable was $9.8 million and $8.7 million , respectively. At December 31, 2014 , the aggregate intrinsic value of stock options outstanding and exercisable was $25.5 million and $16.0 million , respectively. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the share price of such awards as of each respective period-end date. The following table summarizes non-vested stock option activity for the year ended December 31, 2015 : Shares Weighted Average Grant Date Fair Value Non-vested options outstanding at December 31, 2014 1,862,787 $ 3.62 Granted 569,523 5.03 Vested (1,014,854 ) 3.59 Forfeited (339,104 ) 3.75 Non-vested options outstanding at December 31, 2015 1,078,352 $ 4.34 The following table provides additional information pertaining to the Company's stock options: Years Ended December 31, 2015 2014 2013 Weighted average grant date fair value for options granted during the period $ 5.03 $ 4.86 $ 3.55 Total fair value of options vested (in thousands) $ 3,647 $ 4,325 $ 4,968 The intrinsic value of options exercised for the years ended December 31, 2015 , 2014 and 2013 , was $4.4 million , $2.5 million and $1.0 million , respectively. At December 31, 2015 and 2014 , there was $4.0 million and $6.0 million , respectively, of total unrecognized compensation cost related to non-vested stock options, net of estimated forfeitures, which is expected to be recognized over a weighted average period of 2.70 years and 2.19 years , respectively. Cash received from stock option exercises and the related tax benefit realized for the years ended December 31, 2015 , 2014 and 2013 are: $4.1 million and $0.8 million ; $2.4 million and $0.5 million ; and $1.6 million and $0.3 million , respectively. However, for the years ended December 31, 2015 and 2014 , the income tax benefit was offset by the valuation allowance and therefore had no impact on the Consolidated Statements of Operations. Restricted Stock Awards The following table summarizes RSA activity for the year ended December 31, 2015 : Shares Weighted Average Grant Date Fair Value Non-vested RSAs at December 31, 2014 564,652 $ 4.69 Granted 78,448 10.83 Vested and exchanged for common stock (80,164 ) 8.73 Non-vested RSAs at December 31, 2015 562,936 $ 4.97 For the year ended December 31, 2015 , 2014 and 2013 , the weighted-average grant date fair value for RSAs was $10.83 , $8.12 and $9.19 , respectively. The fair value of RSAs vested was $0.8 million , $0.7 million and $0.7 million , respectively, during the same periods. The aggregate intrinsic value of RSAs outstanding at December 31, 2015 and 2014 was $5.1 million and $6.7 million , respectively. The intrinsic value for RSAs is calculated based on the market price of the Company’s stock as of each period-end date. At December 31, 2015 and 2014 , there was $0.5 million and $0.5 million , respectively, of total unrecognized compensation cost related to non-vested RSAs, net of estimated forfeitures, which is expected to be recognized over a weighted average period of 1.2 years and 0.7 years , respectively. Certain of the RSAs granted to the Company's Chief Executive Officer in 2012 vest based upon the achievement of specified stock performance and service thresholds. The Company performed a Monte-Carlo simulation to calculate the award’s fair value of $2.1 million and derived service period of 3.80 years . The assumptions used to perform the Monte-Carlo simulation were consistent with those utilized in the Company’s Black-Scholes valuations for stock options. Restricted Stock Units The following table summarizes RSU activity for the year ended December 31, 2015 : Shares Weighted Average Grant Date Fair Value Non-vested RSUs at December 31, 2014 1,765,905 $ 8.47 Granted 1,332,404 9.51 Vested (582,086 ) 8.29 Forfeited (484,021 ) 9.25 Non-vested RSUs at December 31, 2015 2,032,202 $ 8.97 For the years ended December 31, 2015 , 2014 and 2013 , the weighted-average grant date fair value for RSUs was $9.51 , $9.22 and $7.36 , respectively. The fair value of RSUs vested was $6.0 million , $4.6 million , and $1.5 million , respectively, during the same periods. The aggregate intrinsic value of RSUs outstanding at December 31, 2015 and 2014 was $18.4 million and $21.0 million , respectively. The intrinsic value for RSUs is calculated based on the market price of the Company's stock as of each period-end date. At December 31, 2015 and 2014 , there was $12.9 million and $11.3 million , respectively, of total unrecognized compensation cost related to non-vested RSUs, net of estimated forfeitures, which is expected to be recognized over a weighted average period of 2.49 years and 2.71 years , respectively. During 2015, the Company granted 582,026 restricted stock units with market conditions pursuant to the Company's 2010 Equity Incentive Plan. Vesting of these awards is based upon the achievement of specified stock performance and service thresholds. The Company performed a Monte-Carlo simulation to calculate the awards' grant date fair values of $4.3 million , which will be recognized over the requisite service periods. During 2015, 128,200 of these restricted stock units, which had a grant date fair value of $1.1 million , were forfeited as a result of changes to the Company's executive leadership team. In 2014 , the Company granted RSUs to certain individuals in connection with the acquisition of docTrackr, Inc. The aggregate grant date fair value of these equity awards was $2.1 million . Of the awards granted, 83,914 of these RSUs were to non-employees and, accordingly, these awards were remeasured at fair value as of each reporting period until they became employees during the year ended December 31, 2015 . Two awards began vesting in 2015 upon achievement of specified performance conditions. Vesting of the remaining awards is contingent upon continued service over a three -year period. Modification of Awards During the year ended December 31, 2015 , pursuant to separation agreements for two executives, the Company extended the exercise and vesting terms for certain outstanding equity awards beyond the individuals’ original agreements, resulting in modification of the awards for accounting purposes. As a result of the modified awards, the Company recorded an additional $0.3 million in stock-based compensation expense, which was offset by the reversal of $0.3 million of stock-based compensation expense related to the forfeiture of unvested awards. During the years ended December 31, 2014 and December 31, 2013 , no awards were modified. 2010 Employee Stock Purchase Plan The ESPP was adopted by the Company's board of directors and approved by its stockholders in July 2010 and subsequently amended by the Company's board of directors and stockholders in 2013. The number of shares available for purchase under the ESPP is 1,000,000 . The Company makes one or more offerings each year to its employees to purchase stock under the ESPP, usually beginning on the first business day of the quarter and ending on the last business day of the quarter. For employees eligible to participate on the first date of an offering period, the purchase price of shares of common stock under the ESPP is 85% of the fair market value of the shares, either on the offering date or the exercise date, whichever is less. As of December 31, 2015 , there are 1,000,000 shares of common stock reserved, 665,523 shares issued and 334,477 shares available for future issuance under the ESPP. |