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, 2020 2019 2018 Warranty reserve, beginning of period $ 10,354 $ 8,220 $ 8,306 Provisions made to warranty reserve during the period 7,689 13,708 11,775 Charges against warranty reserve during the period (8,513) (11,574) (11,861) Warranty reserve, end of period $ 9,530 $ 10,354 $ 8,220 Legal Contingencies On January 21, 2016, ViaSat, Inc. (“ViaSat”) 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 ViaSat ongoing royalties on sales after December 31, 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. The parties’ respective appeals are pending and the Company filed its opening appellate brief on August 19, 2020. ViaSat filed its combined response brief in the Company’s appeal and opening brief in its cross-appeal on January 13, 2021. The Company’s combined reply brief in its appeal and response brief in ViaSat’s cross-appeal is currently due April 2, 2021. As of December 31, 2020, the Company has accrued a total of $28.0 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 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. On February 28, 2020, the court issued an order granting the Company’s motion to stay the case pending outcome of the appeal in the first lawsuit. 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 June 9, 2020, ViaSat filed a third lawsuit in California Superior Court, County of San Diego, North County Division, Case No. 37-2020-00019223, 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 concerns different products than those involved in the first two suits. ViaSat claims such products also use ViaSat’s confidential information and trade secrets, and ViaSat’s claims for relief include damages and preliminary and permanent injunctive relief prohibiting sales of the Company’s products alleged by ViaSat to misappropriate its trade secrets. The Company filed a demurrer in response to the complaint on July 30, 2020 and the Court stayed the action until after the resolution of the appeal of the December 2019 Judgment. 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. On July 6, 2020, the Massachusetts court entered an order continuing the stay of the Massachusetts litigation to and including December 4, 2020. On December 7, 2020, the Massachusetts court entered an order continuing the stay of the Massachusetts litigation to and including March 31, 2021. The litigation matters described above are referred to collectively as the ViaSat litigation. The Company intends to continue to engage in a vigorous defense and pursuit of Company-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, 2020, 2019 and 2018, the Company incurred an immaterial amount of expenses related to these indemnification obligations. The Company does not anticipate 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, 2020 and 2019, no material amounts have been accrued related to such indemnification provisions. Potential Payments upon Termination or Change in Control The Company’s Amended and Restated Severance and Change in Control Benefits Plan (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 Merger constituted 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 became effective upon the Closing of the Merger and superseded the Severance Plan such that each of Messrs. Shanmugaraj, Mikkelsen, Givehchi and Rasmussen are not entitled to the following benefits upon a qualifying termination of employment following the Merger and are instead entitled to the benefits described under the heading “Severance/Change in Control Benefits and Employment and Retention Agreements” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 8, 2021: • 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. 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. |