COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Warranties The Company’s standard warranty obligation to its customers provides for repair or replacement of a defective product at the Company’s discretion for a period of time following purchase, generally between 12 and 24 months . Factors that affect the warranty obligation include product failure rates, material usage and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. The estimated cost associated with fulfilling the Company’s warranty obligation to customers is recorded in cost of revenue. Changes in the Company’s warranty liability, which is included as a component of accrued liabilities on the consolidated balance sheets, are set forth in the table below (in thousands): Year Ended December 31, 2019 2018 2017 Warranty reserve, beginning of period $ 8,220 $ 8,306 $ 2,158 Provisions made to warranty reserve during the period 13,708 11,775 16,597 Charges against warranty reserve during the period (11,574 ) (11,861 ) (10,449 ) Warranty reserve, end of period $ 10,354 $ 8,220 $ 8,306 Legal Contingencies On January 21, 2016, ViaSat, Inc. filed a lawsuit in California state court, 37-2016-00002323-CU-BC-NC, later removed to the U.S. District Court for the Southern District of California, against the Company alleging, among other things, breach of contract, breach of the implied covenant of good faith and fair dealing and misappropriation of trade secrets. On February 19, 2016, the Company responded to ViaSat’s lawsuit and alleged counterclaims against ViaSat including, among other things, patent misappropriation, breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets and unfair competition. In its response filed March 16, 2016, ViaSat denied the Company’s counterclaims. On September 28, 2018 the matter was remanded back to the California Superior Court, County of San Diego, North County Division 3:16-cv-00463, D.I. 197. In April 2019, the California Superior Court denied the parties’ cross motions for summary adjudication. At the court’s direction, the parties participated in a mandatory mediation process, but no resolution was reached. Trial took place in June and July of 2019, and the jury returned a verdict on July 17, 2019. The jury found against the Company for breach of contract, willful and malicious misappropriation of trade secrets, and breach of the covenant of good faith and fair dealing implied by law in the parties’ contract. The jury also found that ViaSat breached the same contract and misappropriated the Company’s trade secrets. The jury awarded damages of $49.3 million to ViaSat for the Company’s breaches of contract, and $1 to ViaSat for its trade secret misappropriation claim. The jury awarded $1 to the Company for ViaSat’s misappropriation of trade secrets and awarded no damages to the Company for ViaSat’s breach of contract. ViaSat filed post-trial motions seeking up to approximately $10.0 million for attorney’s fees and approximately $6.2 million for so-called “cost-of-proof” sanctions and an order that the Company pay ongoing royalties on sales after December 30, 2018. ViaSat also sought a new trial and judgment in its favor notwithstanding the verdict on its trade secret damages claim. The Company filed post-trial motions for entry of judgment in its favor notwithstanding the verdict on ViaSat’s breach of contract and trade secret damages claims and for a new trial, and moved to reduce the total damages awarded to ViaSat to no more than $12.8 million pursuant to a provision of the contract containing a limitation on liability for claims arising from the contract. The Court denied the post-trial motions filed by both parties, and on December 5, 2019, the Court entered judgment (the “December 2019 Judgment”) against the Company in the amount of $49.3 million , and against ViaSat in the amount of $1 . On January 17, 2020, the Court awarded ViaSat an additional $0.1 million in costs. On December 20, 2019, the Company filed a notice of appeal of the December 2019 Judgment, and ViaSat filed a notice of cross-appeal on December 26, 2019. As of December 31, 2019, the Company has accrued a total of $20.0 million in litigation and settlement-related accruals. The amount of such accruals is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties, which may change quickly and significantly from time to time. As a result, actual losses could significantly exceed the amount of such accruals, and no conclusion as to the Company’s ultimate exposure from these proceedings should be drawn from such accruals. In view of the numerous legal, technical and factual issues involved in this lawsuit, the Company is not able to provide an estimate of the likely outcome or range of outcomes, if any, at this time. On November 6, 2019, ViaSat, Inc. filed a second lawsuit in California Superior Court, County of San Diego, North County Division, 37-2019-00060731, D.I. 01, against the Company alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and misappropriation of trade secrets. ViaSat’s complaint relies on the verdict in the first lawsuit, seeks damages on sales of the Company’s products after December 31, 2018, and its claims for relief include preliminary and permanent injunctive relief prohibiting sales of the Company’s products alleged by ViaSat to misappropriate its trade secrets. On January 17, 2020, the Company responded to ViaSat’s second lawsuit with a general denial and moved to stay the case pending the resolution of the appeal in the first lawsuit. The hearing on the Company’s motion to stay is scheduled for February 28, 2020. In view of the numerous legal, technical and factual issues involved in this lawsuit, the Company is not able to provide an estimate of the likely outcome or range of outcomes, if any, at this time. On July 28, 2017, the Company filed a lawsuit in the Commonwealth of Massachusetts Superior Court - Business Litigation Session against ViaSat asserting commercial disparagement, libel, slander of title, unfair competition, intentional interference with advantageous relations and intentional interference with contractual relations. On April 5, 2018, ViaSat responded to the Company’s action and alleged counterclaims including, among other things, breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets, and unfair competition. On December 13, 2018, the Massachusetts court entered an order staying the Massachusetts litigation pending resolution of the first California state court action discussed above. On December 12, 2019, the Massachusetts court entered an order continuing the stay of the Massachusetts litigation to and including July 10, 2020. The litigation matters described above, are referred to collectively as the ViaSat litigation. On August 5, 2019, a lawsuit, captioned Jiang v. Acacia Communications, Inc., et al., Civil Action No. 1:19-cv-07267 (the “Jiang Action”), was filed against the Company and each of the Company’s directors in the United States District Court for the Southern District of New York alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder against the defendants for allegedly disseminating a materially incomplete and misleading preliminary proxy statement in connection with the proposed merger of Acacia with the Parent and Merger Sub. On August 5, 2019, a putative class action lawsuit, captioned O’Brien v. Acacia Communications, Inc., et al., Civil Action No. 1:19-cv-01463 (the “O’Brien Action”), was filed against the Company and each of the Company’s directors in the United States District Court for the District of Delaware alleging that the Company’s directors breached their fiduciary duties by, among other things, agreeing to the proposed Merger without taking steps to obtain adequate, fair and maximum consideration under the circumstances and engineering the proposed Merger to improperly benefit themselves, the Company’s management and/or the Parent without regard for the Company’s public stockholders, and that Acacia and its directors violated Sections 14(a) and 20(a) of the Exchange Act by disseminating a materially incomplete and misleading preliminary proxy statement in connection with the proposed Merger. On August 6, 2019, a putative class action lawsuit, captioned Rosenblatt v. Acacia Communications, Inc., et al., Civil Action No. 1:19-cv-01470 (the “Rosenblatt Action”), was filed against the Company and each of the Company’s directors in the United States District Court for the District of Delaware alleging violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against the defendants for allegedly disseminating a false and misleading preliminary proxy statement in connection with the proposed Merger. On August 7, 2019, a lawsuit, captioned Mac v. Acacia Communications, Inc., et al., Civil Action No. 1:19-cv-11706 (the “Mac Action”), was filed against the Company and each of the Company’s directors in the United States District Court for the District of Massachusetts alleging violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against the defendants for allegedly disseminating a materially deficient and misleading preliminary proxy statement in connection with the proposed Merger. The plaintiffs in these lawsuits seek various forms of injunctive and declaratory relief, as well as awards of damages, costs, expert fees and attorneys’ fees. On August 27, 2019, Acacia and the plaintiffs in the O’Brien Action, the Rosenblatt Action and the Mac Action entered into a memorandum of understanding in which these plaintiffs agreed to dismiss with prejudice their individual claims and to dismiss without prejudice the class claims asserted in those actions, in return for the Company’s agreement to make the supplemental disclosures set forth under the heading “Supplement to Proxy Statement” in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2019 (the “Supplemental Disclosures”). On August 27, 2019, Acacia and the plaintiff in the Jiang Action agreed in principle that the plaintiff would dismiss with prejudice his claims asserted in that action, in return for the Company’s agreement to make the Supplemental Disclosures; that agreement was memorialized in a memorandum of understanding between Acacia and the plaintiff in the Jiang Action entered into on August 28, 2019. Pursuant to the memoranda of understanding, the plaintiffs in all four actions filed notices of voluntary dismissal on September 11, 2019. Pursuant to the memoranda of understanding, the plaintiffs in these four actions and their counsel reserved their right to file applications seeking attorney’s fees and expenses based upon the purported benefit they believe was conferred upon Acacia stockholders by causing the Supplemental Disclosures to be disseminated, and the Company reserved the Company’s right to oppose such fee applications. The parties have resolved the fee claim and no fee applications will be necessary. We intend to continue to engage in a vigorous defense and pursuit of Acacia-favorable judgments of the ongoing litigation matters described above. The ultimate resolution of these proceedings may have a material adverse effect on the Company’s results of operations and cash flows, potentially in the near term. In addition, the timing of the final resolution of these proceedings is uncertain. The Company will continue to incur litigation and other expenses as a result of these proceedings, which could have a material impact on the Company’s business, consolidated financial position, results of operations and cash flows. In addition, from time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of the Company’s business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on the Company’s business or on the Company’s consolidated financial position, results of operations or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Surety Bond On December 20, 2019, the Company filed a Notice of Appeal to appeal the final judgment issued by the California Superior Court in the ViaSat litigation. In order to stay the execution of the final judgment pending its appeal, the Company filed a surety bond in the amount of $75.0 million as provided by California Code of Civil Procedure Sec. 917.1. The bond is issued by the Philadelphia Indemnity Insurance Company (“Philadelphia Indemnity”). In support of the bond, the Company entered into an indemnity agreement with Philadelphia Indemnity to indemnify it from any liability or loss under the bond. The indemnity agreement does not require collateral to be posted at the time of the issuance of the bond. However, Philadelphia Indemnity may on demand require deposit of an amount sufficient to fund any liability or loss. For additional information, see the discussion regarding the ViaSat litigation under “Legal Contingencies” above. Indemnification In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. During the years ended December 31, 2019 , 2018 and 2017 , the Company did not experience any losses related to these indemnification obligations. The Company does not expect significant claims related to these indemnification obligations, and consequently, has concluded that the fair value of these obligations is not material. Accordingly, as of December 31, 2019 and 2018 , no amounts have been accrued related to such indemnification provisions. Potential Payments upon Termination or Change in Control The Company’s Severance and Change in Control Benefits Plan (as amended and restated, the “Severance Plan”) provides severance benefits to the Company’s executive officers, including certain of the Company’s named executive officers, if the executive officer’s employment is terminated by the Company without “cause” (as defined in the Severance Plan) or if they terminate their employment with the Company for “good reason” (as defined in the Severance Plan), and additional severance benefits if such terminations occur within one year of a “change in control” (as defined in the Severance Plan) of the Company. For purposes of the Severance Plan, the proposed Merger will constitute a change in control of the Company. Under the Severance Plan, if the Company terminates an eligible executive officer’s employment without cause prior to or more than 12 months following the closing of a change in control of the Company (an “Involuntary Termination”), the executive officer is entitled to: • continue receiving his or her base salary for a specified period following the date of termination (in the case of the Company’s chief executive officer, for 12 months , and, in the case of all other participants, for nine months ); • Company contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for U.S. based eligible executive officers, or substantially equivalent medical benefits for non-U.S. based eligible executive officers, for up to 12 months following the date of termination of employment (or, to the extent a non-U.S. based eligible executive officer is then receiving a stipend from the Company in lieu of benefits coverage, continued payment of such stipend for up to 12 months following the date of termination of employment); and • the amount of any unpaid annual bonus determined by the Company’s board of directors to be payable to the executive officer for any completed bonus period which ended prior to the date of such executive officer’s termination. In addition, under the terms of the Severance Plan, in the case of an Involuntary Termination, all the executive officer’s outstanding equity awards that vest solely based on the passage of time will be accelerated and become vested to the extent the award would have vested if the executive had remained employed through a specified period following the date of termination (in the case of the Company’s chief executive officer, for 12 months , and, in the case of all other participants, for nine months ). The vesting of outstanding performance-based equity awards in connection with an Involuntary Termination is determined by the terms of the applicable award agreements. The Severance Plan also provides that, if, within 12 months following a change in control of the Company, the Company terminates an eligible executive officer’s employment without cause or such executive terminates his or her employment with the Company for good reason (a “Change in Control Termination”), the executive officer is entitled to the following benefits; provided, that each of Messrs. Shanmugaraj, Mikkelsen, Givehchi and Rasmussen have entered into employment agreements with Parent or its affiliates that become effective upon the Closing of the proposed Merger and supersede the Severance Plan such that each of Messrs. Shanmugaraj, Mikkelsen, Givehchi and Rasmussen will not be entitled to the following benefits upon a qualifying termination of employment following the proposed Merger and will instead be entitled to the benefits described further below in the Parent employment agreements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 7, 2019, as subsequently amended and supplemented: • a single lump-sum payment in an amount equal to a 100% of his or her annual base salary: • a single lump sum payment in an amount equal to 100% of his or her target annual bonus for the year in which the termination of employment occurs; • Company contributions to the cost of health care continuation under COBRA, for U.S. based eligible executive officers, or substantially equivalent medical benefits for non-U.S. based eligible executive officers, for up to 12 months following the date of termination of employment (or, to the extent a non-U.S. based eligible executive officer is then receiving a stipend from the Company in lieu of benefits coverage, continued payment of such stipend for up to 12 months following the date of termination of employment); and • the amount of any unpaid annual bonus determined by the Company’s board of directors to be payable to the executive officer for any completed bonus period which ended prior to the date of such executive officer’s termination. In addition, under the terms of the Severance Plan, in the case of a Change in Control Termination, all of the executive officer’s outstanding unvested time-based equity awards will immediately vest in full on the date of such termination. The vesting of outstanding performance-based equity awards in connection with a Change in Control Termination is determined in accordance with the terms of the applicable award agreements. Each executive officer is also entitled to certain severance benefits upon a termination due to death or disability (as described in the Severance Plan), which severance benefits are not enhanced in connection with a change in control of the Company. In addition to benefits provided under the Severance Plan, under the terms of award agreements between the Company and certain of the executive officers for equity awards issued to such executive officers prior to the Company’s initial public offering, upon the occurrence of a change in control of the Company, such executive officer will get credit for an additional six months of service. All payments and benefits provided under the Severance Plan are contingent upon the execution and effectiveness of a release of claims by the executive officer in the Company’s favor and continued compliance by the executive officer with any proprietary information and inventions, nondisclosure, non-competition, non-solicitation (or similar) agreement to which the Company and the executive officer are party. |