Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 12. STOCK-BASED COMPENSATION Employee Stock Participation Plan (“ESPP”) Our ESPP permits employees to purchase common stock through payroll deductions at a purchase price that is equal to 95% of our common stock price on the last trading day of each three-calendar-month offering period. Our ESPP is non-compensatory. The following table summarizes our ESPP transactions during the fiscal periods presented (in thousands, except per share amounts): As of December 27, 2015 Nine Months Ended December 27, 2015 Shares of Common Stock Shares of Common Stock Weighted Average Price per Share Authorized to issue 4,500 Reserved for future issuance 1,325 Issued 21 $ 7.87 Equity Incentive Plans At the annual meeting of stockholders on September 18, 2014 (the “Annual Meeting”), our stockholders approved the Exar Corporation 2014 Equity Incentive Plan (“2014 Plan”). The 2014 Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in common stock or units of common stock, as well as cash bonus awards. Prior to the Annual Meeting, we maintained the Exar Corporation 2006 Equity Incentive Plan (the “2006 Plan”) and the Sipex Corporation 2006 Equity Incentive Plan (the “Sipex 2006 Plan”). As of June 30, 2014, a total of 6,555,492 shares of our common stock were then subject to outstanding awards granted under the 2006 Plan and the Sipex 2006 Plan, and an additional 669,008 shares of our common stock were then available for new award grants under the 2006 Plan. As part of the stockholder approval of the 2014 Plan at the Annual Meeting, we agreed that no new awards will be granted under the 2006 Plan and the Sipex 2006 Plan, although awards made under these plans will remain subject to the terms of each such plan. The maximum number of shares of our common stock that may be issued or transferred pursuant to awards under the 2014 Plan equals the sum of: (1) 5,170,000 shares, plus (2) the number of any shares subject to stock options granted under the 2006 Plan and the Sipex 2006 Plan and outstanding as of the date of the Annual Meeting which expire, or for any reason are cancelled or terminated, after the date of the Annual Meeting without being exercised, plus (3) the number of any shares subject to restricted stock and restricted stock unit awards granted under the 2006 Plan and the Sipex 2006 Plan that are outstanding and unvested as of the date of the Annual Meeting which are forfeited, terminated, cancelled, or otherwise reacquired after the date of the Annual Meeting without having become vested. Awards other than a stock option or stock appreciation right granted under the 2014 Plan are counted against authorized shares available for future issuance on a basis of two shares for each award issued. As of December 27, 2015, there were 3.9 million shares available for future grant under the 2014 Plan. Stock Option Activities Our stock option transactions during the nine months ended December 27, 2015 are summarized below: Outstanding Weighted Weighted (in years) Aggregate Value (in thousands) Balance at March 29, 2015 7,609,622 $ 8.77 4.86 $ 14,377 Granted 1,845,120 6.03 Exercised (369,967 ) 6.47 Cancelled (236,895 ) 9.16 Forfeited (898,691 ) 9.81 Balance at December 27, 2015 7,949,189 $ 8.11 4.63 $ 1,420 Vested and expected to vest, December 27, 2015 7,284,444 $ 8.17 4.50 $ 1,186 Vested and exercisable, December 27, 2015 4,069,324 $ 8.30 3.55 $ 364 The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $6.44 and $10.30 as of December 27, 2015 and March 29, 2015, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date. In January 2012, we granted 480,000 performance-based stock options to our then CEO. The options were scheduled to vest in four equal annual installments at the end of fiscal years 2013 through 2016 if certain predetermined market based financial measures were met. If the financial measures are not met, each installment would be rolled over to the subsequent fiscal year. In January 2014, we granted 140,000 performance-based stock options to our then CEO. The options were scheduled to vest at the end of fiscal year 2017 if certain predetermined financial measures were met. We recorded $75,000 and $262,000 of compensation expense for these options in the three and nine months ended December 28, 2014, respectively . Due to the departure of our then CEO in October 2015, we recorded a reversal of $151,000 and $34,000 of compensation expense for these options in the three and nine months ended December 27, 2015, respectively as the requisite service period required for vesting was not completed . Options exercised for the periods indicated below were as follows (in thousands): Three Months Ended Nine Months Ended December 27, 2015 December 28, 2014 December 27, 2015 December 28, 2014 Intrinsic value of options exercised $ 39 $ 668 $ 637 $ 1,524 RSU Activities Our RSU transactions during the nine months ended December 27, 2015 are summarized as follows: Shares Weighted Date Weighted (in years) Aggregate Value (in thousands) Unvested at March 29, 2015 1,072,925 $ 10.26 1.50 $ 11,051 Granted 277,095 9.22 Issued and released (543,037 ) 8.43 Cancelled (184,386 ) 7.99 Unvested at December 27, 2015 622,597 $ 12.07 1.52 $ 4,010 The aggregate intrinsic value of RSUs represents the closing price per share of our stock at the end of the periods presented, multiplied by the number of unvested RSUs or the number of vested and expected to vest RSUs, as applicable, at the end of each period. For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs less estimated forfeitures was recognized on a straight-line basis, over the vesting period. In March 2012, we granted 300,000 performance-based RSUs (“PRSUs”) to our then CEO. The PRSUs were scheduled to vest in three equal installments at the end of fiscal year 2013 through 2015 with three year vesting periods for each installment if certain predetermined financial measures were met. If the financial measures were not met, each installment would be forfeited at the end of its respective fiscal year. Due to the departure of our then CEO in October, 2015, we recorded a reversal of $169,000 and $41,000 of compensation expense for these PRSUs in the three and nine months ended December 27, 2015, respectively as the requisite service period required for vesting was not completed . We recorded $146,000 and $1,026,000 of compensation expense for these awards in the three and nine months ended December 28, 2014, respectively. In July 2013, as part of the acquisition of Cadeka, in order to encourage retention of five former Cadeka employees, we agreed to recommend to our Board of Directors in July 2015 a bonus, which, if approved by the Board of Directors, would be settled in RSUs subject to fulfillment of the service period. The ultimate approval of these awards was subject to the discretion of the Board of Directors. We recorded $0 and $0.2 million of compensation expense for these awards in the three and nine months ended December 27, 2015, respectively. We recorded $0.5 million and $1.5 million of compensation expense for these awards in the three and nine months ended December 28, 2014, respectively. The expense is reported in the other current liabilities line on the condensed consolidated balance sheet as the total amount of bonus was to be settled in variable number of RSUs at the completion of the requisite service period. Such non-cash compensation expense was recorded as part of stock compensation expense in the condensed consolidated statements of operations. In July 2015, the Board of Directors ultimately determined not to approve the granting of these RSUs. During the three months ended December 27, 2015, we paid three of these five former Cadeka employees $75,000 in cash in exchange for a release of claims, including any claim such former employees may have to the RSUs described above. As a result of obtaining these releases, the proportional amount of liability net of cash payments was removed from our condensed consolidated balance sheet, with a corresponding increase in additional paid in capital. For the two remaining employees, an amount of $1.2 million is included other liabilities as of December 27, 2015, pending the earlier of a settlement with such former employees or the expiration of the relevant statue of limitations. In October 2013, we granted 70,000 PRSUs to certain executives. The first 50% of the PRSUs are scheduled to start vesting in three equal installments at the end of fiscal year 2015 with a three-year vesting period if certain performance measures are met. The second 50% of the PRSUs are scheduled to start vesting in three equal installments at the end of fiscal year 2016 with a three-year vesting period if certain performance measures are met. We recorded $18,000 and $96,000 of compensation expense for these awards in the three and nine months ended December 27, 2015, respectively. We recorded a reversal of 78,000 and compensation expense of $208,000 associated with these awards in the three and nine months ended December 28, 2014, respectively, as a result of termination of one of our executives since the requisite service period required for vesting was not completed. In December 2013, we granted 100,000 RSUs to our then CEO. The RSUs were scheduled to vest in two equal installments at the end of fiscal years 2016 and 2017. In October 2014, the second installment of 50,000 RSUs was modified to 50,000 PRSUs. These modified PRSUs were scheduled to vest at the end of fiscal year 2017 if certain predetermined financial measures are met. Due to the departure of our then CEO in October 2015, we recorded a reversal of $40,000 and $54,000 of compensation expense for these awards for the three and nine months ended December 27, 2015, respectively as the requisite service period for vesting was not completed. For the three and nine months ended December 28, 2014, we did not record compensation expense for these modified PRSUs as a result of a low probability of achieving performance goals measured by management. In August 2014, we announced the Fiscal Year 2015 Management Incentive Program (“2015 Incentive Program”). Under this program, each participant’s award is denominated in shares of our common stock and is subject to attainment of Exar’s performance goals as established by the Compensation Committee of the Board of Directors for fiscal year 2015. We recorded a stock compensation expense of $2.0 million in fiscal year 2015 related to these awards. During the first quarter of fiscal year 2016, we settled 20% of these awards with cash and recorded $50,000 additional compensation cost due to the fair value change between grant day and settlement day. In August and December 2014, we granted 88,448 PRSUs to certain former iML employees. The PRSUs are scheduled to start vesting in three equal annual installments upon achievement of certain performance measures. In the three and nine months ended December 27, 2015, we recorded $39,000 and $125,000 of stock compensation expense related to these PRSUs, respectively. In the three and nine months ended December 28, 2014, we did not record stock compensation expense related to these PRSUs. In May 2015, we announced the Fiscal Year 2016 Management Incentive Program (“2016 Incentive Program”). Under this program, each participant’s award is subject to attainment of Exar’s performance goals as established by the Compensation Committee of the Board of Directors for fiscal year 2016 and the Committee reserves the right to settle awards either entirely with RSUs or with a combination of 20% settled in cash and 80% settled with RSUs We did not record any compensation expense for the three and nine months ended December 27, 2015 related to the 2016 Incentive Program as we do not expect to meet the performance goals established under the awards. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense related to stock options and RSUs during the fiscal periods presented (in thousands): Three Months Ended Nine Months Ended December 27, 2015 December 28, 2014 December 27, 2015 December 28, 2014 Cost of sales $ 104 $ 496 $ 276 $ 983 Research and development 269 442 923 2,124 Selling, general and administrative 669 3,284 3,232 7,842 Total Stock-based compensation expense $ 1,042 $ 4,222 $ 4,431 $ 10,949 The amount of stock-based compensation cost capitalized in inventory was immaterial for all periods presented. Unrecognized Stock-Based Compensation Expense The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs, net of reversals, as of December 27, 2015: December 27, 2015 Amount (in thousands) Weighted Average Expected Remaining Period (in years) Options $ 7,094 2.62 RSUs 2,390 1.83 PRSUs 475 1.76 Total Unrecognized Stock-based compensation expense $ 9,959 Valuation Assumptions We estimate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based compensation represent our estimates, but these estimates involve inherent uncertainties and the application of management’s judgment, which includes the expected term of the stock-based awards, stock price volatility and forfeiture rates. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. Our Black-Scholes valuation model for valuing stock option grants uses the following assumptions and estimates: Expected Volatility. Expected Term. Risk-Free Interest Rate. Dividend Yield. |