Equity Award Plans | Equity Award Plans Equity Incentive Plans 2008 Plan We adopted the 2008 Stock Plan (the "2008 Plan") for the purpose of granting stock-based awards to eligible service providers, which included our employees, directors, and consultants as well as employees and consultants of our subsidiaries. With the establishment of the 2014 Equity Incentive Plan (the "2014 Plan") in March 2014, we terminated the 2008 Plan. Upon such termination, we ceased granting any awards under the 2008 Plan and only options to purchase shares of our Common Stock outstanding as of such date remain under this plan. The remaining shares available for future grant pursuant to options or other stock-based awards under the 2008 Plan were canceled. 2014 Equity Incentive Plan Our 2014 Equity Incentive Plan (the "2014 Plan") was adopted by our board of directors and approved by our stockholders in March 2014. The 2014 Plan provides for the granting of stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), stock appreciation rights, performance units and performance shares to our employees, directors and consultants, and our subsidiary corporations’ employees and consultants. As of December 31, 2014, we had 1,343,743 shares available for future grant. Annually, the shares authorized for the Plan will increase by the lesser of (i) 8,000,000 shares, (ii) 5% of the outstanding shares of common stock on the last day of our immediately preceding fiscal year, or (iii) such other amount as determined by our Board of Directors. On January 1, 2015, the number of shares in the 2014 Plan was increased by 3,078,645 shares, which represents 5% of the prior year end’s common stock outstanding. In addition, effective as of June 10, 2015, our Board of Directors adopted, and our stockholders approved, an amendment and restatement of our 2014 Plan, which increased the number of shares available for issuance under the 2014 Plan by the number of shares subject to awards granted under the 2008 Plan that were canceled or otherwise forfeited or repurchased by us after March 20, 2014. A maximum of additional 8,310,566 shares may become available for issuance under the 2014 Plan as a result of awards granted under the 2008 Plan that are canceled or otherwise forfeited or repurchased. As of December 31, 2015, 1,640,324 shares of our common stock were eligible to be added to the 2014 Plan share reserve in accordance with the amendment and restatement of the 2014 Plan. During the year ended December 31. 2015, we granted 408,500 stock options and 1,798,247 restricted stock units ("RSUs") under the 2014 Plan to our employees, directors and consultants. As of December 31, 2015, we have 3,364,304 shares available for future grant, excluding shares eligible to be added from the 2008 Plan. Vesting periods of awards granted under the 2014 Plan are determined by the board of directors or other committees responsible for administering the 2014 Plan (the "Plan Administrators"). The Plan Administrators determine the contractual terms of awards granted under the 2014 Plan, provided that incentive stock options and stock appreciation rights granted expire no more than ten years from the grant date. In the case of an incentive stock option granted to an employee, who at the time of grant, owns stock representing more than 10% of the total combined voting power of all classes of stock, the exercise price shall be no less than 110% of the fair value per share on the date of grant, and expire five years from the date of grant. For incentive stock options granted to any other employee, and nonstatutory stock options and stock appreciation rights granted to employees, directors or consultants, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. 2014 Employee Stock Purchase Plan The 2014 Employee Stock Purchase Plan (the "2014 Purchase Plan") was adopted by our board of directors and approved by our stockholders in March 2014. The 2014 Purchase Plan permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the exercise date that occurs at the end of a purchase period. Each offering period is approximately twenty-four months in duration, starting on the first trading day on or after May 21 and November 21 of each year, except for the first offering period, which commenced on March 21, 2014. Each offering period generally consists of four purchase periods and each purchase period will begin after one exercise date and end with the next exercise date approximately six months later, except that the first purchase period of an offering period will begin on the enrollment date of each offering period and end on the next exercise date. If the fair market value of our common stock on the exercise date is less than the fair market value on the first trading day of the offering period, participants will be withdrawn from the then current offering period following their purchase of shares on the purchase date and automatically will be enrolled in the immediately following offering period. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to purchase limits of the lesser of 1,500 shares during each six month purchase period or $25,000 worth of stock for each calendar year in which an option is outstanding. As of December 31, 2014, we had 1,031,316 shares available for future purchase. Under the provisions of the 2014 Purchase Plan, on the first day of each fiscal year, starting with January 1, 2015, the number of shares in the reserve will increase by the lesser of (i) 3,500,000 , (ii) 1% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or (iii) such other amount as determined by our Board of Directors or other committee administering the 2014 Purchase Plan. In January 2015, we increased common shares reserved for future purchase by 615,729 shares in accordance with the provisions of the 2014 Purchase Plan. The participants of the plan purchased 1,105,015 shares during 2015 and as of December 31, 2015, we have 542,030 shares available for future purchase. Early Exercise of Stock Options We have allowed certain of our employees and directors to exercise options granted under the stock option plans prior to vesting. The unvested shares are subject to our repurchase right at the original purchase price. The proceeds from the early exercise of stock options initially are recorded in other non-current liabilities and reclassified to common stock as our repurchase right lapses. As of December 31, 2015 and 2014, 51,884 and 196,217 shares held by employees and directors were subject to repurchase at an aggregate price of $0.3 million and $1.0 million . Option Exchange Program On November 19, 2015, we commenced an option exchange which permitted employees and service providers to surrender certain outstanding stock options for cancellation in exchange for the grant of replacement RSUs covering a lesser number of shares, subject to a different vesting schedule. This option exchange was completed on December 17, 2015. A total of 344,248 options to purchase shares of common stock with a weighted-average exercise price of $13.58 per share were cancelled and replaced with 109,743 RSUs, with per share fair value of $6.76 , on December 17, 2015. The replacement RSUs will start to vest on the one-year anniversary of the RSU grant date. We accounted for this option exchange as a stock option modification in accordance with the provisions of ASC 718 Shared-Based Compensation . We will record incremental expense of $56,000 in addition to the remaining expense attributable to the exchanged stock options to be amortized over the vesting period of the new awards. Stock-based Compensation Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Total stock-based compensation recognized for stock-based awards granted under the 2014 Plan, the 2008 Plan, and employee stock purchases under the 2014 Purchase Plan for the years ended December 31, 2015, 2014 and 2013 are as follows (in thousands): Years Ended December 31, 2015 2014 2013 Stock-based compensation by type of award: Stock options $ 5,565 $ 5,852 $ 4,282 Restricted stock units 8,871 3,217 — Employee stock purchase plan 2,425 3,290 — $ 16,861 $ 12,359 $ 4,282 Stock-based compensation by category of expense: Cost of revenue $ 1,533 $ 1,063 $ 162 Sales and marketing 7,735 5,829 2,228 Research and development 5,437 3,932 1,356 General and administrative 2,156 1,535 536 Total stock-based compensation $ 16,861 $ 12,359 $ 4,282 As of December 31, 2015, we had $23.9 million in unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock options, unvested RSUs and MSUs and 2014 Purchase Plan awards which will be recognized over a weighted-average period of 2.5 years . Determination of Fair Value We use the Black-Scholes option pricing model to determine the grant date fair value of stock options and stock purchases and generally recognize stock-based compensation expense on a straight-line basis over the requisite service period. The determination of the fair value on the date of grant is affected by the estimated underlying common stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends. The fair value of the stock options and employee stock purchases were determined using the Black-Scholes option pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. • Expected Term . We estimate the expected life of options based on an analysis of our historical experience of employee exercise and post-vesting termination behavior considered in relation to the contractual life of the option. The expected term for the 2014 Purchase Plan is based on the term of the purchase period. • Risk-Free Interest Rate . The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected terms of stock options and shares to be issued under the 2014 Purchase Plan. • Expected Volatility . Due to the limited trading history of our own common stock, we determined the share price volatility factor based on a combination of the historical volatility of our own common stock and the historical volatility of our peer group. • Dividend Rate . The expected dividend was assumed to be zero as we have never paid dividends and have no current plans to do so. We estimate the fair value of RSUs using the closing market price of our common stock on the grant date. Stock Options The following table summarizes our stock option activity and related information as of and for the year ended December 31, 2015 (in thousands, except for years and per share amounts): Number of Shares Underlying Outstanding Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2014 11,084 5.18 7.9 Granted 409 $ 4.84 Exercised (752 ) $ 3.07 Canceled (1) (1,450 ) $ 8.76 Outstanding as of December 31, 2015 9,291 $ 4.78 7.0 $ 20,975 Vested and expected to vest as of December 31, 2015 8,989 $ 4.76 6.9 $ 20,464 Vested and exercisable as of December 31, 2015 5,676 $ 4.19 6.1 $ 15,727 _____________________________________ (1) Common shares granted under the 2008 Plan and canceled after March 21, 2014 are reallocated to the 2014 Plan’s share reserve as they become available for issuance under the 2014 Plan. During 2015, 732,377 shares of the canceled stock options were eligible to be reallocated to the 2014 Plan share reserve. As of December 31, 2015, the aggregate intrinsic value represents the excess of the closing price of our common stock of $6.56 over the exercise price of the outstanding in-the-money options. The following table provides information pertaining to our stock options for the year ended December 31, 2015, 2014 and 2013 (in thousands, except weighted-average fair values): Years Ended December 31, 2015 2014 2013 Total fair value of options granted $ 869 $ 11,683 $ 13,866 Weighted average fair value of options granted $ 2.13 $ 2.79 $ 3.28 Intrinsic value of options exercised $ 2,299 $ 14,863 $ 3,390 The estimated grant-date fair value of our equity-based awards issued to employees was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Years Ended December 31, 2015 2014 2013 Expected term (in years) 4.80 4.82 6.02-6.08 Risk-free interest rate 1.60% 1.80% 1.12%-1.76% Expected volatility 50% 41% 46% Dividend rate —% —% —% Restricted Stock Units We have granted time-based RSUs to our employees, directors and consultants and MSUs to certain executive officers. Time-based Restricted Stock Units A summary of RSU activities for the year ended December 31, 2015, is as follows (in thousands, except years and per share amounts): Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Remaining Service Period (Years) Aggregated Intrinsic Value Outstanding as of December 31, 2014 2,388 $ 8.97 Granted 1,758 $ 5.95 Released (845 ) $ 9.78 Canceled (429 ) $ 8.98 Outstanding as of December 31, 2015 2,872 $ 6.88 1.6 $ 18,840 The aggregate intrinsic value is the amount that would have been received by the unit holders had all RSUs been vested and released on December 31, 2015. This amount will fluctuate based on the market value of our stock The aggregate fair value of RSUs released as of the respective vesting dates was approximately $5.6 million for the year ended December 31, 2015. Market Performance-based Restricted Stock Units We granted MSUs covering 40,000 shares and 540,000 shares of our common stock to certain company executives during the years ended December 31, 2015 and 2014. These MSUs will vest if the closing price of our common stock remains above certain predetermined target prices for 20 consecutive trading days within a 4 -year period following the award’s grant date, subject to continued service by the award holder. No MSUs were vested or were released during the years ended December 31, 2015 and 2014. The following weighted-average assumptions used in the Monte Carlo simulation were as follows: Years Ended December 31, 2015 2014 Expected term (in years) 2.72 2.82 Risk-free interest rate 1.17% 1.40% Expected volatility 35.2% 36.2% Dividend rate —% —% For the year ended December 31, 2015, the estimated weighted average fair value of these market-based units was $0.87 using a Monte Carlo simulation model with the assumptions discussed above. The total aggregated intrinsic value for the MSUs granted was $3.8 million as of December 31, 2015, which represents the total pre-tax intrinsic value (calculated by multiplying our closing stock price on the last trading day of 2015 by the number of non-vested MSUs) that would have been received by the unit holders had all MSUs vested and been released on December 31, 2015. This amount will fluctuate based on the fair market value of our stock. For the year ended December 31, 2014, the estimated weighted average fair value of these market-based units was $0.86 using a Monte Carlo simulation model with the assumptions discussed above. The total aggregated intrinsic value for the MSUs granted was $2.4 million as of December 31, 2014. Employee Stock Purchase Plan The fair value of the option component of the 2014 Purchase Plan awards was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: Years Ended December 31, 2015 2014 Expected term (in years) 1.3 1.3 Risk-free interest rate 0.48% 0.26% Expected volatility 40.7% 27.4% Dividend rate —% —% |