STOCK-BASED COMPENSATION PLANS | STOCK-BASED COMPENSATION PLANS Amended and Restated Stock Incentive Plan The Company's Amended and Restated Stock Incentive Plan (the "Plan"), provides for the award of options to purchase the Company's common stock ("stock options"), stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance-based stock awards ("PSAs"), performance-based stock units ("PSUs") and other stock-based awards to employees, officers, directors (including those directors who are not employees or officers of the Company), consultants and advisors of the Company and its subsidiaries. At its 2017 Annual Meeting of Stockholders held on June 9, 2017 (the "2017 Annual Meeting"), the Company's stockholders approved amendments to the Plan including, among other things, to increase the number of shares of the Company's common stock authorized for issuance under the Plan by 900,000 shares; provide that any dividends or dividend equivalents on applicable unvested equity grants will be paid to a participant only if and when such shares become free from the restrictions on transferability and forfeitability; explicitly require a participant who accepts an award under the Plan to be bound by any clawback policy that the Company has in effect or may adopt in the future; and eliminate the fungible ratio applied to awards of shares of restricted stock, restricted stock units , performance awards or other stock units (collectively, full value awards") granted on or after June 9, 2017, but maintained the fungible ratios applied to prior grants of full value awards such that full value awards that were granted under any prior ratio that applied at the time such awards were granted will continue to return to the Plan upon forfeiture of such awards at the previous applicable ratio. In connection with the Merger, the Company assumed the Plan with all of its then-current terms and conditions. At December 31, 2017 , there were 5.4 million shares available for future issuance under the Plan. 2012 Stock Incentive Plan In connection with the acquisition of PT, the Company assumed PT's 2012 Amended Performance Technologies, Incorporated Omnibus Incentive Plan, and subsequently renamed it the 2012 Stock Incentive Plan (the "2012 Plan"). In December 2014, all of the unissued shares under the 2012 Plan were transferred to the Plan. Any outstanding awards under the 2012 Plan that in the future expire, terminate, are canceled, surrendered or forfeited, or are repurchased by the Company will be returned to the Plan. Accordingly, at December 31, 2017, there were no shares available for future issuance under the 2012 Plan. 2008 Stock Incentive Plan In connection with the acquisition of NET, the Company assumed NET's 2008 Equity Incentive Plan and subsequently renamed it the 2008 Stock Incentive Plan (the "2008 Plan"). In December 2014, all of the unissued shares under the 2008 Plan were transferred to the Plan. Any outstanding awards under the 2008 Plan that in the future expire, terminate, are canceled, surrendered or forfeited, or are repurchased by the Company will be returned to the Plan. Accordingly, at December 31, 2017, there were no shares available for future issuance under the 2008 Plan. Treatment of Equity Awards in Connection with the Merger In connection with the Merger, the Company accelerated the vesting of all outstanding stock options and certain outstanding full value awards. In addition, the vesting schedules of certain remaining unvested full value awards were adjusted. Such vesting and adjustments are described as follows: Stock options - each stock option outstanding as of five business days prior to the Merger Date became vested in full as of that date (to the extent not previously vested), and the holders of such stock options were permitted to exercise their stock options from October 20, 2017 through October 24, 2017, after which date all remaining stock options, with certain exceptions, were canceled. The Company accelerated the vesting of 0.3 million stock options and subsequently canceled 4.5 million vested unexercised stock options in connection with this transaction. This activity is included in the stock options table below. Any stock options granted under the 2008 Plan and 2012 Plan were not canceled, as these plans do not permit such cancellations. These stock options will continue to be outstanding until they are either exercised or expire. RSAs and RSUs - as prescribed by the Company's Plan, any unvested RSAs and RSUs that were scheduled to vest within one year from the Merger Date became vested in full as of the Merger Date. The vesting schedules of the remaining unvested RSAs and RSUs were then accelerated by one year. Certain executives had specific terms and conditions related to their RSAs detailed in their employment agreements or amendments thereto (the "employment terms"). The accelerated vesting of and future vesting schedule adjustments to the RSAs held by these individuals were completed in accordance with their individual employment terms. In accordance with the terms of their RSA grants, unvested RSAs held by the then-current members of the Board of Directors were accelerated on a pro rata basis based on the amount of time the unvested RSAs were outstanding compared to the originally scheduled vesting date. Unvested PSUs granted to the Company's former President and Chief Executive Officer, who separated from the Company effective December 13, 2017 (the "former CEO"), were converted to RSAs in accordance with his employment terms; certain of those converted grants were accelerated, and the remaining RSAs would continue to vest according to their terms, but with the elimination of any required satisfaction of the performance metrics associated with the awards when they were originally granted as PSUs. Accordingly, the release of the former CEO's RSAs that were converted from PSUs is included in the RSA table below. In total, the Company accelerated the vesting of and released 1.1 million RSAs and approximately 36,000 RSUs in connection with the Merger. The activity related to these RSAs and RSUs is included in the applicable tables below. PSUs - any unvested PSUs were accelerated in accordance with the employment agreement of each individual PSU holder. The remaining unvested units will continue to vest according to their terms, with the exception of the PSU grants held by the former CEO, as discussed above. The Company accelerated the vesting of and released approximately 98,000 PSUs in connection with this transaction. The activity related to these PSUs is included in the PSU table below. Executive Equity Arrangements In 2015, the Company began to grant PSUs to certain of its executives. The terms of each PSU grant are such that up to one-third of the shares subject to the respective PSU grant will vest, if at all, on each of the respective first, second and third anniversaries of the date of grant, depending on the Company's total shareholder return ("TSR") compared to the TSR of the companies included in the Nasdaq Telecommunications Index for the same fiscal year, measured by the Compensation Committee after each of the fiscal years as defined by each grant (each, a "Performance Period"). The shares determined to be earned will vest on the anniversary of the grant date following each Performance Period. Shares subject to the PSUs that fail to be earned will be forfeited. All of the PSUs include a market condition that required the use of a Monte Carlo simulation approach to model future stock price movements based upon the risk-free rate of return, the date of return, the volatility of each entity and the pair-wise covariance between each entity. These results were then used to calculate the grant date fair values of the respective PSUs. Because all of the PSUs granted have market conditions, the Company is required to record expense for the PSUs through their respective final vesting dates regardless of the number of shares that are ultimately earned. On March 31, 2017, the Company granted an aggregate of 165,000 PSUs with both market and service conditions to five of its executives. On April 1, 2016, the Company granted an aggregate of 131,250 PSUs with both market and service conditions to six of its executives (the "2016 PSUs"). In February 2017, the Compensation Committee determined that the performance metrics for the 2016 PSUs for the 2016 Performance Period had been achieved at the 90.4% level, and accordingly, 24,106 shares in the aggregate were released to the four executives holding such outstanding grants on March 16, 2017. The unearned shares relating to the 2016 Performance Period, aggregating 2,560 shares, were forfeited on March 16, 2017. These amounts are included in the PSU table below. On March 16, 2015, the Company granted an aggregate of 131,250 PSUs with both market and service conditions to eight of its executives (the "2015 PSUs"). In February 2017, the Compensation Committee determined that the performance metrics for the 2015 PSUs for the 2016 Performance Period had been achieved at the 76.0% level, and accordingly, 23,750 shares in the aggregate were released to the four remaining executives holding such outstanding grants on April 1, 2017. The unearned shares relating to the 2016 Performance Period, aggregating 7,500 shares, were forfeited on April 1, 2017. In connection with the Merger, as previously described above, PSUs held by the former CEO were converted to RSAs and certain other PSUs were accelerated and released in accordance with the individual employment terms of each PSU grantee. The vesting schedules of the remaining unvested PSUs were adjusted to continue to vest on their terms. In connection with the Company's annual incentive program, 22 executives of the Company were given the choice to receive all or half of their fiscal year 2015 bonuses (the "2015 Bonus"), if any were earned, in the form of shares of the Company's common stock (the "2015 Bonus Shares"). Each executive could also elect not to participate in this program and to earn his or her 2015 Bonus, if any, in the form of cash. In September 2015, the Compensation Committee considered the impact on employee retention and incentive compensation caused by the drop in the price of the Company's common stock since January 2, 2015, and indicated its intent to pay all such executives their 2015 Bonus, if any was earned, in cash. As a result, at September 25, 2015, the Company reclassified the stock-based compensation expense recorded through that date in connection with the 2015 Bonus Shares aggregating $1.0 million from Additional paid-in capital to Accrued expenses and recorded incremental bonus expense of $1.3 million related to the estimated 2015 Bonus payment. The Company recorded bonus expense in the fourth quarter of 2015 and paid the cash bonuses in March 2016. On December 14, 2017, the Company announced that, on and effective December 13, 2017, the Board of Directors appointed Franklin (Fritz) W. Hobbs as the Company's President and Chief Executive Officer, and the Former CEO resigned his position as the Company's President and Chief Executive Officer and as a member of the Board of Directors. In connection with the separation of the Former CEO from the Company and in accordance with his employment agreement with the Company, as amended, the Company accelerated the vesting of his then-unvested RSAs (including those that had been converted from PSUs in connection with the Merger, as described above). These shares are reported as "Vested" in the RSA table below. However, due to the terms of the Former CEO's separation agreement with the Company and applicable employment laws, the shares were not released until January 2018. Accordingly, these shares were not considered outstanding as of December 31, 2017. Stock Options Options are issued to purchase shares of common stock of the Company at prices that are equal to the fair market value of the shares on the date the option is granted. Options granted under the Stock Plan generally expire ten years from the date of grant. Outstanding options under the 2008 Plan generally expire seven years from the date of grant. Outstanding options under the 2012 Plan generally expire five years from the date of grant. The grant date fair value of options, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. Forfeitures are estimated based on historical experience. The activity related to the Company's outstanding stock options during the year ended December 31, 2017 was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2016 5,610,106 $ 15.73 Granted 7,760 $ 6.67 Exercised (105,688 ) $ 5.85 Forfeited (35,907 ) $ 13.82 Expired (5,041,084 ) $ 16.02 Outstanding at December 31, 2017 435,187 $ 14.71 4.30 $ 66 Vested or expected to vest at December 31, 2017 435,187 $ 14.71 4.30 $ 66 Exercisable at December 31, 2017 435,187 $ 14.71 4.30 $ 66 The grant date fair values of options to purchase common stock granted in the years ended December 31, 2017 , 2016 and 2015 were estimated using the Black-Scholes valuation model with the following assumptions: Year ended December 31, 2017 2016 2015 Risk-free interest rate 1.22% - 1.95% 1.00% - 1.61% 1.46%-1.75% Expected dividends — — — Weighted average volatility 51.1% 54.8% 54.3% Expected life (years) 5.0 5.0-10.0 5.0-6.0 The risk-free interest rate used is the average U.S. Treasury Constant Maturities Rate for the expected life of the award. The expected dividend yield of zero is based on the fact that the Company has never paid dividends and has no present intention to pay cash dividends. The expected life for stock options is based on a combination of the Company's historical option patterns and expectations of future employee actions. The weighted average grant-date fair values of options granted during the year were $3.05 for the year ended December 31, 2017 , $4.39 for the year ended December 31, 2016 and $7.30 for the year ended December 31, 2015 . The total intrinsic values of options exercised during the year were $0.2 million for the year ended December 31, 2017 , $42,000 for the year ended December 31, 2016 and $0.9 million for the year ended December 31, 2015 . The Company received cash from option exercises of $0.6 million in the year ended December 31, 2017 , $0.2 million in the year ended December 31, 2016 and $1.8 million in the year ended December 31, 2015 . Restricted Stock Grants - Restricted Stock Awards and Restricted Stock Units The Company's outstanding restricted stock grants consist of both RSAs and RSUs. Holders of unvested RSAs have voting rights and rights to receive dividends, if declared; however, these rights are forfeited if the underlying unvested RSA shares are forfeited. Holders of unvested RSUs do not have such voting and dividend rights. The grant date fair value of restricted stock grants, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period. The fair value of restricted stock grants is determined based on the market value of the Company's shares on the date of grant. The activity related to the Company's RSAs for the year ended December 31, 2017 was as follows: Shares Weighted Average Grant Date Fair Value Unvested balance at January 1, 2017 2,030,028 $ 9.69 Granted 1,763,912 $ 6.77 Unvested PSUs converted to RSAs in connection with the Merger 95,834 $ 9.44 Vested (2,080,179 ) $ 8.93 Forfeited (113,013 ) $ 8.80 Unvested balance at December 31, 2017 1,696,582 $ 7.68 The activity related to the Company's RSUs for the year ended December 31, 2017 was as follows: Shares Weighted Average Grant Date Fair Value Unvested balance at January 1, 2017 110,219 $ 11.95 Granted — $ — Vested (80,374 ) $ 7.06 Forfeited (11,913 ) $ 8.66 Unvested balance at December 31, 2017 17,932 $ 6.99 The total fair value of vested restricted stock grant shares was $19.1 million in the year ended December 31, 2017 , $10.1 million in the year ended December 31, 2016 and $8.5 million in the year ended December 31, 2015 . Performance-Based Stock Grants - Performance-Based Stock Units In 2016, the Company's outstanding performance-based stock grants consisted of PSUs. Holders of unvested PSUs do not have voting and dividend rights. The Company recognizes the grant date fair value of PSUs on a graded attribution basis through the vest date of the respective awards so long as it remains probable that the related service conditions will be satisfied. The activity related to the Company's PSUs for the year ended December 31, 2017 was as follows: Shares Weighted Average Grant Date Fair Value Unvested balance at January 1, 2017 147,085 $ 12.11 Granted 165,000 $ 8.45 Unvested PSUs converted to RSAs in connection with the Merger (95,834 ) $ 9.44 Vested (145,357 ) $ 9.44 Forfeited (10,060 ) $ 11.87 Unvested balance at December 31, 2017 60,834 $ 9.65 The total fair value of vested performance-based stock grant shares was $1.4 million in the year ended December 31, 2017 , $0.2 million in the year ended December 31, 2016 and $0.6 million in the year ended December 31, 2015 . ESPP The ESPP is designed to provide eligible employees of the Company and its participating subsidiaries an opportunity to purchase common stock of the Company through accumulated payroll deductions. The ESPP provides for six-month consecutive offering periods, with the purchase price of the stock equal to 85% of the lesser of the market price on the first or last day of the offering period. The maximum number of shares of common stock an employee may purchase during each offering period is 500 , subject to certain adjustments pursuant to the ESPP. In May 2017, the Compensation Committee determined to suspend all offering periods under the ESPP, effective September 1, 2017, until such time after the Merger Date as the Compensation Committee determines is best in its sole discretion. At December 31, 2017 , 5.0 million shares, the maximum number of shares that may be issued under the ESPP, were authorized, and 1.4 million shares were available under the ESPP for future issuance. Stock-Based Compensation The consolidated statements of operations included stock-based compensation for the years ended December 31, 2017 , 2016 and 2015 as follows (in thousands): Year ended December 31, 2017 2016 2015 Product cost of revenue $ 514 $ 359 $ 317 Service cost of revenue 1,448 1,314 1,524 Research and development 7,337 5,014 5,439 Sales and marketing 4,885 6,209 5,423 General and administrative 11,473 6,872 8,996 $ 25,657 $ 19,768 $ 21,699 There was no income tax benefit for employee stock-based compensation expense for the years ended December 31, 2017 , 2016 and 2015 due to the valuation allowance recorded. Stock-based compensation expense recorded for the year ended December 31, 2017 included $8.6 million of incremental expense related to the acceleration of stock options and full value awards and subsequent adjustments to the vesting schedules of the remaining unvested full value awards in connection with the Merger. In addition, the Company recorded $1.6 million of incremental expense related to the accelerated vesting of RSAs held by the Former CEO in connection with his separation from the Company effective December 13, 2017. These incremental amounts were all recorded in the fourth quarter of 2017. During the three months ended March 31, 2017, the Company reversed $1.0 million of incremental expense to correct an error in 2016 related to the acceleration of certain stock awards held by an executive who separated from the Company in 2016. Management had reviewed and considered the impact of the error and determined that it was not material to the Company's consolidated financial results for the third and fourth quarters of 2016, as well as the 2016 fiscal year. Management has also determined that the correction of this error is not material to the results of operations for the 2017 reporting periods. At December 31, 2017 , there was $7.5 million , net of expected forfeitures, of unrecognized stock-based compensation expense related to unvested stock options, RSAs, RSUs and PSUs. This expense is expected to be recognized over a weighted average period of approximately two years . Common Stock Reserved Common stock reserved for future issuance at December 31, 2017 consists of the following: Amended and Restated Stock Incentive Plan 5,359,243 ESPP 1,431,513 6,790,756 The Company's policy is to issue authorized but unissued shares upon the exercise of stock options, grant restricted common stock awards and settlement of restricted stock units and performance-based stock units, and authorize the purchase of shares of the Company's common stock under the ESPP. |