| Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 1 1 . STOCK-BASED COMPENSATION Except for the stock compensation expense section, all amounts consist of both continuing and discontinued operations. 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 Six Months Ended October 2, 2016 October 2, 2016 Weighted Shares of Shares of Average Common Stock Common Stock Price per Share Authorized to issue 4,500 Reserved for future issuance 1,301 Issued 16 $ 6.94 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 October 2, 2016, there were approximately 3.3 million shares available for future grants under the 2014 Plan. Stock Option Activities Our stock option transactions during the six months ended October 2, 2016 are summarized below: Outstanding Options / Quantity Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) In-the-money Options Vested and Exercisable (in thousands) Balance at March 27, 2016 7,722,383 $ 7.96 4.40 $ 87 48 Granted 1,245,100 6.93 Exercised (1,426,533 ) 6.60 Cancelled (442,205 ) 9.17 Forfeited (678,756 ) 7.71 Balance at October 2, 2016 6,419,989 8.00 4.88 11,239 4,715 Vested and expected to vest, October 2, 2016 5,735,193 8.13 4.72 9,531 Vested and exercisable, October 2, 2016 2,921,673 $ 8.94 3.54 $ 3,126 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 $9.31 and $5.26 as of October 2, 2016 and March 27, 2016, 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. 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 for vesting was not completed. No additional compensation expense for these options was recorded since the termination date for our former CEO. On July 1, 2016 we granted 280,000 and 120,000 performance-based stock options to our CEO and Chief Financial Officer (“CFO”), respectively. The options vest based on the achievement of company performance targets relating to our non-GAAP earnings per share in future periods. If the criteria are met, the options are scheduled to vest over a four-year period, with one-fourth vesting after 12 months from the date of the grant and the remaining shares vesting in equal monthly installments over the remaining three years, subject to the CEO’s and CFO’s continued service with us. As of October 2, 2016, we did not record any compensation expense associated with these performance-based stock options as a result of low probability of achieving their performance goals. Options exercised for the periods indicated below were as follows (in thousands): Three Months Ended Six Months Ended October 2, September 27, October 2, September 27, 2016 2015 2016 2015 Intrinsic value of options exercised $ 2,196 $ 172 $ 2,718 $ 598 RSU Activities Our RSU transactions during the six months ended October 2, 2016 are summarized as follows: Shares Weighted Grant-Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Unvested at March 27, 2016 590,833 $ 9.39 1.45 $ 3,108 Granted 177,800 4.96 Issued and released (132,196 ) 9.06 Forfeited (206,529 ) 9.69 Unvested at October 2, 2016 429,908 $ 7.52 1.45 $ 4,002 Expected to vest, October 2, 2016 344,706 1.35 $ 3,209 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 $41,000 for these PRSUs in fiscal year 2016, as the requisite service period required for vesting was not completed. No additional compensation expense for these options was recorded since the termination date for our former CEO. 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 no compensation expense for these awards in the three and six months ended October 2, 2016. We recorded $0.2 million of non-cash compensation expense for these awards in the three and six months ended September 27, 2015.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. In 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 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 in other liabilities as of October 2, 2016, pending the earlier of a settlement with such former employees or the expiration of the relevant statute of limitations. In October 2013, we granted 70,000 PRSUs to certain executives. The first 50% of the PRSUs was 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. The second 50% of the PRSUs was 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 were met. We recorded approximately $18,000 and $37,000 of compensation expense for these awards in the three and six months ended October 2, 2016, respectively. We recorded $39,000 and $78,000 of compensation expense for these awards in the three and six months ended September 27, 2015, respectively. One of the executives’ employment was terminated in fiscal year 2015. 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. We modified all stock awards outstanding in June 2016 for iML employees impacted by the pending sale of the iML entity. Under the modification, a certain portion of outstanding stock awards will early vest at the close of the transaction based on continued employment as of that date. As a result, we recorded a one-time reversal of $311,000 in stock compensation expense related to these stock awards in the three months ended July 3, 2016. The fair value of modified awards that are expected to vest is being recognized ratably over the estimated requisite service period. We recorded approximately $452,000 of stock compensation expense related to these modified awards in the three months ended October 2, 2016, which is included in discontinued operations. In July 2016, we granted 60,000 and 30,000 PRSUs to our CEO and CFO, respectively, which vests based on the achievement of company stock price targets in future periods. If the performance criteria are met, the PRSUs will vest over a three-year period, with one-third of the PRSUs vesting after 12 months from the date of grant and the remaining PRSUs vesting in equal quarterly installments over the remaining two years, subject to the CEO and CFO’s continued service with Exar. The value of these awards is estimated using a Monte-Carlo simulation model using the following valuation assumptions: Expected term of grants (years) 3 Risk-free interest rate 0.76 % Expected volatility 50 % For the three and six months ended October 2, 2016, we recorded approximately $24,000 of stock compensation expense related to these PRSUs. In July 2016, we announced the Fiscal Year 2017 Management Incentive Program (“2017 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 2017. We recorded a stock compensation expense of $1.2 million in the three months ended October 2, 2016. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense related to stock options and RSUs for continuing operations during the fiscal periods presented (in thousands): Three Months Ended Six Months Ended October 2, September 27, October 2, September 27, 2016 2015 2016 2015 Cost of sales $ 301 $ 79 $ 415 $ 159 Research and development 524 98 770 392 Selling, general and administrative 1,579 1,099 2,312 2,448 Total stock-based compensation expense $ 2,404 $ 1,276 $ 3,497 $ 2,999 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 October 2, 2016: October 2, 2016 Amount (in thousands) Weighted Average Remaining Recognition Period (in years) Options $ 4,968 2.61 RSUs 1,412 1.66 PRSUs 481 1.93 Total unrecognized stock-based compensation expense $ 6,861 |
