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Stock Option Plans and Share-Based Compensation | 9 Months Ended
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Sep. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Stock Option Plans and Share-Based Compensation | Stock Option Plans and Share-Based Compensation Share-Based Plans Equity Incentive Plan For a detailed explanation of our stock plan and subsequent changes please refer to Note 16, Stock Option Plans, Share-Based Compensation and 401(k) Plan, of our Annual Report on Form 10-K for the year ended December 31, 2013. At September 30, 2014, 2,238,383 shares of common stock were reserved for future issuance our 2009 Equity Incentive Plan, as amended (the "2009 Plan"), and $5.8 million of total unrecognized compensation cost related to non-vested stock options was expected to be recognized over a weighted average period of 2.6 years. A summary of option activity under the 2009 Plan for the nine months ended September 30, 2014 is presented below:
Options: |  | Number of Shares |  | Weighted-Average Exercise Price
|  | (in thousands) |  |
Outstanding at December 31, 2013 |  | 3,143 |  |  | $15.82
Granted |  | 397 |  |  | $26.14
Exercised |  | (786 | ) |  | $14.44
Forfeited |  | (72 | ) |  | $18.96
Expired |  | (12 | ) |  | $19.88
Outstanding at September 30, 2014 |  | 2,670 |  |  | $17.66
Vested and expected to vest at September 30, 2014 |  | 2,638 |  |  | $17.60
Exercisable at September 30, 2014 |  | 1,612 |  |  | $15.47
The aggregate intrinsic value of options exercised under our stock plans for the three and nine months ended September 30, 2014 was $2.5 million and $10.4 million, respectively, determined as of the date of option exercise. Restricted Stock and Restricted Stock Units A summary of activity of both restricted stock and restricted stock units ("RSUs") for the nine months ended September 30, 2014 is presented below:
| Restricted Stock |  | Restricted Stock Units
| Number of Shares |  | Weighted-Average Grant Date Fair Value Per Share |  | Number of Shares |  | Weighted-Average Grant Date Fair Value Per Share
| (in thousands) |  |  |  | (in thousands) |  |
Non-vested, December 31, 2013 | 52 |  |  | $18.43 |  | 362 |  |  | $17.15
Granted | 38 |  |  | $25.16 |  | 127 |  |  | $25.73
Vested | (54 | ) |  | $17.78 |  | (118 | ) |  | $16.70
Forfeited | — |  |  | — |  |  | (18 | ) |  | $16.15
Non-vested, September 30, 2014 | 36 |  |  | $26.47 |  | 353 |  |  | $20.42
The fair value of restricted stock is the product of the number of shares granted and the closing market price of our common stock on the grant date. Our unrecognized compensation cost related to non-vested restricted stock is approximately $6.8 million and is expected to be recognized over a weighted-average period of 2.5 years. Performance-Based Restricted Stock Units Performance-based restricted stock units ("PSUs") are an element of our executive compensation plans. In 2012, we granted 125,000 PSUs to our executive officers, of which 62,500 became eligible for vesting upon the achievement of a certain level of shareholder return for 2012 as described below. In 2013, we granted 137,500 PSUs to our executive officers, all of which became eligible for vesting upon the achievement of a certain level of shareholder return for the period from January 1, 2013 through February 28, 2014, as described below. In 2014, we granted 152,500 PSUs to our executive officers, all, none or a portion of which may become eligible for vesting depending on the level of shareholder return for 2014 and eligible for further time-based vesting based on the ranking of our total shareholder return. For a more detailed explanation of our PSUs and subsequent changes, please refer to Note 16, Stock Option Plans, Share-Based Compensation and 401(k) Plan on our Annual Report on Form 10-K for the year ended December 31, 2013. Our unrecognized compensation cost related to non-vested performance-based restricted stock units at September 30, 2014 was approximately $1.8 million and is expected to be recognized over a weighted-average period of 1.3 years. For the three months ended September 30, 2014 and 2013, we recognized $0.5 million and $0.4 million, respectively, of compensation expense for the PSUs. For the nine months ended September 30, 2014 and 2013, we recognized $1.5 million and $1.2 million, respectively, of compensation expense for the PSUs. The following table shows the percent of PSUs granted in 2012 eligible for further time-based vesting based on our percentile placement:
Percentile Placement of Our Total Shareholder Return | % of PSUs Eligible for Time- Based Vesting
Below the 35th percentile | —%
At least the 35th percentile, but below the 50th percentile | 50%
At least the 50th percentile | 100%
On January 22, 2013, the Compensation Committee of our Board of Directors ("the Compensation Committee") confirmed 35.3% as the percentile rank of Omnicell's 2012 total stockholder return. This resulted in 50% of the 2012 PSU awards, or 62,500 shares, as eligible for further time-based vesting. The eligible performance-based restricted stock unit awards will vest as follows: 25% of the eligible shares vested immediately on January 22, 2013 with the remaining eligible awards vesting in equal increments, semi-annually, over the subsequent three year period beginning on June 15th and December 15th of the year after the date of grant and each subsequent year. Vesting is contingent upon continued service. The following table shows the percent of PSUs granted in 2013 eligible for further time-based vesting based on our percentile placement:
Percentile Placement of Our Total Shareholder Return | % of PSUs Eligible for Time- Based Vesting
Below the 35th percentile | —%
At least the 35th percentile, but below the 50th percentile | 50%
At least the 50th percentile | 100%
On March 20, 2014, the Compensation Committee confirmed 63.94% as the percentile rank of Omnicell's 2013-2014 total stockholder return. This resulted in 100% of the 2013 PSU awards, or 137,500 shares, as eligible for further time-based vesting. The eligible performance-based restricted stock unit awards will vest as follows: 25% of the eligible shares vested immediately on March 20, 2014 with the remaining eligible awards vesting in equal increments, semi-annually, over the subsequent three year period beginning on June 15th and December 15th of the year after the date of grant and each subsequent year. Vesting is contingent upon continued service. On February 5, 2014, the Compensation Committee approved PSU awards of 132,500 shares. If the minimum performance threshold is met as determined by the Compensation Committee in 2015, the eligible performance-based restricted stock unit awards will vest as follows: 25% of the eligible shares will vest immediately, with the remaining eligible awards vesting in equal increments, semi-annually, over the subsequent three year period beginning on June 15th and December 15th of the year after the date of grant and each subsequent year. Vesting is contingent upon continued service. The following table shows the percent of PSUs granted in 2014 eligible for further time-based vesting based on our percentile placement:
Percentile Placement of Our Total Shareholder Return | % of PSUs Eligible for Time- Based Vesting
Below the 35th percentile | —%
At least the 35th percentile, but below the 50th percentile | 50%
At least the 50th percentile | 100%
A summary of activity of the PSUs for the nine months ended September 30, 2014 is presented below:
Performance-based Stock Units | Number of Shares |  | Weighted-Average Grant Date Fair Value Per Share
| (in thousands) |  |
Non-vested, December 31, 2013 | 225 |  |  | $13.32
Granted | 155 |  |  | $14.36
Vested | (74 | ) |  | $13.66
Forfeited | (28 | ) |  | $3.07
Non-vested, September 30, 2014 | 278 |  |  | $14.84
1997 Employee Stock Purchase Plan We have an Employee Stock Purchase Plan (the “ESPP”) under which eligible employees can purchase shares of our common stock based on a percentage of their compensation, but not greater than 15% of their earnings; provided, however, an eligible employees' right to purchase shares of our common stock may not accrue at a rate which exceeds $25,000 of the fair market value of such shares for each calendar year in which such rights are outstanding. The purchase price per share is equal to the lower of 85% of the fair market value of the common stock at the beginning of a 24-month offering period or the end of each six-month purchasing period. At the 2009 Annual Meeting of Stockholders, the stockholders approved an amendment to the ESPP, which added 2,622,426 shares to the reserve for future issuance. As of September 30, 2014, there were 619,616 shares reserved for future issuance under the ESPP. For the three months ended September 30, 2014, 227,275 shares of common stock were purchased under the ESPP. For the nine months ended September 30, 2014, 481,284 shares of common stock were purchased under the ESPP. As of September 30, 2014, our unrecognized compensation cost related to the shares to be purchased under our ESPP was approximately $2.6 million and is expected to be recognized over a weighted average period of approximately 1.0 year. Share-based Compensation We account for share-based awards granted to employees and directors, including employee stock option awards, restricted stock, PSUs and RSUs issued pursuant to the 2009 Plan and employee stock purchases made under our ESPP using the estimated grant date fair value method of accounting in accordance with ASC 718, Stock Compensation. We value options and ESPP shares using the Black-Scholes-Merton option-pricing model. Restricted stock and time-based RSUs are valued at the grant date fair value of the underlying common shares. The PSUs are valued via Monte Carlo simulation. The following table shows a summary of the share-based compensation expense included in the condensed consolidated statements of operations (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2014 |  | 2013 |  | 2014 |  | 2013
Cost of revenues | $ | 441 |  |  | $ | 325 |  |  | $ | 973 |  |  | $ | 955 |
Research and development | 407 |  |  | 405 |  |  | 1,156 |  |  | 1,019 |
Selling, general and administrative | 2,313 |  |  | 2,080 |  |  | 6,481 |  |  | 6,449 |
Total share-based compensation expenses | $ | 3,161 |  |  | $ | 2,810 |  |  | $ | 8,610 |  |  | $ | 8,423 |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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