Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 1 4 . 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. Exar’s ESPP is intended to qualify under Section 423(b) of the U.S. Internal Revenue Code and was initially approved by our stockholders at our 1989 annual shareholder meeting. Our ESPP is non-compensatory. The following table summarizes our ESPP transactions during the fiscal periods presented (in thousands, except per share amounts): Weighted Shares of Average Common Stock Price per Share Authorized to issue: 4,500 Reserved for future issuance: Fiscal year ending March 27, 2016 1,317 Fiscal year ending March 29, 2015 1,346 Fiscal year ending March 30, 2014 1,372 Issued: Fiscal year ending March 27, 2016 29 $ 7.29 Fiscal year ending March 29, 2015 26 $ 10.01 Fiscal year ending March 30, 2014 20 $ 11.38 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 prior to the Annual Meeting 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 share subject to the award. As of March 27, 2016, there were approximately 4.0 million shares available for future grant under the 2014 Plan. The following table summarizes information about our stock options outstanding at March 27, 2016: Options Outstanding Options Exercisable Weighted Number Average Number Outstanding Remaining Weighted Exercisable Weighted As of Contractual Average As of Average Range of March 27, Terms Exercise March 27, Exercise Exercise Prices 2016 (in years) Price per Share 2016 Price per Share $1.57 - $5.92 1,810,701 6.26 $ 5.66 61,356 $ 3.93 5.94 - 6.43 1,747,817 3.15 6.27 1,353,132 6.32 6.60 - 9.03 1,612,878 2.97 8.13 1,194,990 8.03 9.17 - 10.80 1,663,868 4.75 9.70 873,389 9.67 10.96 - 13.93 887,119 4.99 12.38 552,936 12.35 Total 7,722,383 4.40 $ 7.96 4,035,803 $ 8.34 Stock Option Activities A summary of stock option transactions during the periods indicated below for all stock option plans was as follows: Weighted Average In-the-money Weighted Remaining Aggregate Options Outstanding Average Contractual Intrinsic Vested and Options / Exercise Term Value Exercisable Quantity Price per Share (in years) (in thousands) (in thousands) Balance at March 31, 2013 6,212,333 $ 7.48 5.04 $ 19,199 1,481 Granted 2,482,650 11.89 Exercised (784,864 ) 7.14 Cancelled (10,834 ) 10.92 Forfeited (685,437 ) 8.02 Balance at March 30, 2014 7,213,848 $ 8.98 5.02 $ 21,301 2,170 Granted 2,624,778 8.70 Exercised (864,222 ) 7.05 Cancelled (291,769 ) 12.36 Forfeited (1,073,013 ) 10.45 Balance at March 29, 2015 7,609,622 $ 8.77 4.86 $ 14,377 2,850 Granted 2,242,720 5.93 Exercised (378,559 ) 6.44 Cancelled (470,759 ) 9.20 Forfeited (1,280,641 ) 9.23 Balance at March 27, 2016 7,722,383 $ 7.96 4.40 $ 87 48 Vested and expected to vest, March 27, 2016 7,086,350 Vested and exercisable, March 27, 2016 4,035,803 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 $5.26, $10.30 and $11.71 as of March 27, 2016, March 29, 2015 and March 30, 2014, respectively. These are the values which would have been received by option holders if all option holders exercised their options and sold the underlying shares 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 financial measures were met. If the financial measures are not met, each installment will 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 are met . Due to the departure of our then CEO in October 2015, we recorded a reversal of $34,000 of compensation expense for these options in fiscal year 2016 as the requisite service period required for vesting was not completed. We recorded, $338,000 and $260,000 of compensation expense for these options in fiscal years 2015 and 2014, respectively. The assumptions used to value the options are presented below under “Valuation Assumptions.” Options exercised for the fiscal years ended on the dates indicated below were as follows (in thousands): March 27, March 29, March 30, 2016 2015 2014 Intrinsic value of options exercised $ 642 $ 2,543 $ 3,887 Cash received related to option exercises 2,439 6,095 9,493 Tax benefit recorded 261 1,655 6,669 RSUs We issue RSUs to employees and non-employee directors that are generally subject to vesting requirements. RSUs generally vest on the first or third anniversary date from the grant date. Prior to vesting, RSUs do not have dividend equivalent rights, do not have voting rights and the shares underlying the RSUs are not considered issued and outstanding. Shares are issued on the date the RSUs vest. A summary of RSU transactions during the periods indicated for all stock incentive plans is as follows: Weighted Average Weighted Remaining Average Contractual Aggregate Grant-Date Term Intrinsic Shares Fair Value (in years) Value Unvested at March 31, 2013 732,204 $ 8.25 1.72 $ 7,688 Granted 828,995 11.27 Issued and released (346,407 ) 9.07 Forfeited (37,666 ) 9.52 Unvested at March 30, 2014 1,177,126 $ 10.10 1.62 $ 13,784 Granted 509,370 8.86 Issued and released (414,242 ) 9.44 Forfeited (199,329 ) 11.87 Unvested at March 29, 2015 1,072,925 $ 9.43 1.50 $ 11,051 Granted 338,762 8.55 Issued and released (596,468 ) 9.10 Forfeited (224,386 ) 9.10 Unvested at March 27, 2016 590,833 $ 9.39 1.45 $ 3,108 Vested and expected to vest, March 27, 2016 466,994 9.39 The aggregate intrinsic value of RSUs represents the closing price per share of our common 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 start vesting in three equal installments at the end of each fiscal year 2013 through 2015 with three year vesting periods if certain predetermined financial measures are met. If the financial measures were not met for a particular fiscal year, the installment for that fiscal year will 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 $41,000 for these PRSU’s in fiscal year 2016, as the requisite service period required for vesting was not completed. In fiscal years 2015 and 2014, we recorded $1.2 million and $0.7 million compensation expense, respectively for these awards. 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 RSU’s 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 $0.2 million, $1.7 million, and $1.2 million of non-cash compensation expense for these awards in fiscal year 2016, 2015 and 2014, respectively. The expense was reported in the other current liabilities line on the consolidated balance sheet as the total amount of bonus was to be settled in variable number of RSU’s at the completion of the requisite service period. Such non-cash compensation expense was recorded as part of stock compensation expense in the consolidated statements of operations. In July 2015, the Board of Directors ultimately determined not to approve the granting of these RSUs. In the third quarter of fiscal year 2016, 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 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 in other liabilities as of March 27, 2016, pending the earlier of a settlement with such former employees or the expiration of the relevant statute of limitations. In August 2013, we announced the Fiscal Year 2014 Management Incentive Program (“2014 Incentive Program”). Under this program, each participant’s award is denominated in stock and subject to achievement of certain financial performance goals and the participant’s annual Management by Objective goals for the fiscal year. The expense is reported in the other current liabilities line in the consolidated balance sheet as the total amount of bonus is to be settled in a variable number of RSUs at the completion of the requisite service period. Such non-cash compensation expense is recorded as part of stock compensation expense in the consolidated statements of operations. Due to only partially achieving the financial performance goals and the participants’ annual Management by Objectives goals, we reversed the previously recorded stock compensation of $295,000 in the second quarter of fiscal year 2015 which resulted in a net stock compensation recovery of $290,000 for fiscal year 2015. In the first quarter of fiscal year 2014 , we granted 50,000 PRSUs to certain executives. The PRSUs began vesting in three equal installments at the end of fiscal year 2014 as certain performance measures were met. In fiscal year 2016, we recorded $17,000 stock compensation expense related to these PRSUs. In fiscal year 2015, we recorded stock compensation net recovery of $140,000 as a result of the termination of one executive’s employment. In fiscal year 2014, we recorded stock compensation expense of $0.3 million related to these PRSUs. 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. In fiscal year 2016 and 2015, we recorded net stock compensation expense of $115 ,000 and $247,000, respectively related to these awards. One of the executives’ employment was terminated in fiscal year 2015. 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 $54,000 for fiscal year 2016 as the requisite service period for vesting was not completed. For fiscal year 2015, we record $10,000 stock compensation expense related to these modified PRSUs. In January 2014, we granted 82,500 PRSUs to certain former Stretch employees. The PRSUs were 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 were met. In fiscal year 2016 we did not record stock compensation expense related to these PRSUs as the performance measures were deemed not met. These options have been forfeited. 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 costs 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 fiscal years 2016 and 2015, respectively, we recorded $119,800 and $88,000 of stock compensation expense. In January 2015, the employment of two of our executives terminated. As part of their termination agreements, we agreed their outstanding stock awards would continue to vest during the 12 month period following termination while they provided consulting services to us and that their vested stock options would remain exercisable for 12 month after they ceased providing consulting services. We also granted total of 60,000 RSUs with a vesting period of twelve months. In addition, we granted RSUs valued at $479,000 to one of the executives which were fully vested in February 2015. We recorded stock compensation expense of $1,519,000 related to these awards in fiscal year 2015. 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 in September 2015, 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 related to the 2016 Incentive Program as we did not meet the performance goals established under the awards. Stock-Based Compensation Expenses Valuation Assumptions 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 judgments , which include the expected term of the share-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. Valuation Method -pricing model, except for market based performance awards which are valued under a Monte Carlo valuation method. Expected Term Volatility Risk-Free Interest Rate Dividend Yield We used the following weighted average assumptions to calculate the fair values of options granted during the fiscal years presented below: March 27, March 29, March 30, 2016 2015 2014 Expected term of options (years) 4.62 4.63 4.45 Risk-free interest rate 1.3 % 1.2 % 1.0 % Expected volatility 34.2 % 32.4 % 32.6 % Expected dividend yield — — — Weighted average grant date fair value $ 1.83 $ 2.80 $ 3.40 The following table summarizes stock-based compensation expense related to stock options and RSUs during the fiscal years presented below (in thousands): March 27, March 29, March 30, 2016 2015 2014 Cost of sales $ 379 $ 1,105 $ 714 Research and development 1,216 2,661 1,974 Selling, general and administrative 3,986 9,848 6,164 Total stock-based compensation expense $ 5,581 $ 13,614 $ 8,852 The amount of stock-based compensation cost capitalized in inventory was immaterial at each of the fiscal years presented. Unrecognized Stock-based Compensation Expense The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs for the fiscal years ending on the date indicated below as follows: March 27, 2016 March 29, 2015 March 30, 2014 Weighted Weighted Weighted Average Average Average Remaining Remaining Remaining Recognition Recognition Recognition Amount Period Amount Period Amount Period (in thousands) (in years) (in thousands) (in years) (in thousands) (in years) Options $ 6,385 2.7 $ 8,579 2.3 $ 9,958 2.7 Performance options - - 380 1.9 242 2.2 RSUs 2,052 1.7 3,568 2.3 5,970 2.2 PRSUs 484 1.5 1,751 2.1 3,047 2.5 Total stock-based compensation expense $ 8,921 $ 14,278 $ 19,217 |