XML 32 R18.htm IDEA: XBRL DOCUMENT
v3.3.1.900

Employee Benefits and Share-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Compensation and Employee Benefit Plans | Employee Benefits and Share-Based Compensation Stock purchase plan 1997 Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan ("ESPP"), under which employees can purchase shares of its common stock based on a percentage of their compensation, but not greater than 15% of their earnings; provided, however, an eligible employee's right to purchase shares of the Company's 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 must be equal to the lower of 85% of the fair 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 Company's 2009 Annual Meeting of Stockholders (the "2009 Annual Meeting"), its stockholders approved an amendment to the ESPP, which added 2.6 million shares to the reserve for future issuance. At the Company's 2015 Annual Meeting of Stockholders (the "2015 Annual Meeting"), its stockholders approved an amendment to the ESPP, which added and additional 3.0 million shares to the reserve for future issuance. There was a total of 3.3 million shares reserved for future issuance under the ESPP as of December 31, 2015. For the year ended December 31, 2015, employees purchased 0.4 million shares of common stock under the ESPP and an aggregate of 5.1 million shares were issued under the ESPP as of December 31, 2015. Stock award plans 2009 Equity Incentive Plan On May 19, 2009, at the Company's 2009 Annual Meeting, the stockholders approved the Omnicell, Inc. 2009 Equity Incentive Plan, and as subsequently amended, (the "2009 Plan"). The 2009 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards to the Company's employees, directors and consultants. The 2009 Plan succeeded the 1999 Equity Incentive Plan, the 2003 Equity Incentive Plan and the 2004 Equity Incentive Plan (collectively, the "Prior Plans"). No additional awards will be granted under any of the Prior Plans; however, all outstanding stock awards granted under the Prior Plans continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards. On December 16, 2010, at a Special Meeting of Stockholders, the Company's stockholders approved an amendment to increase the number of shares of common stock authorized for issuance under the 2009 Plan by 2.6 million shares and to provide that the number of common stock shares available for issuance under the 2009 Plan be reduced by 1.8 shares for each share granted as a full-value award granted on and after October 1, 2010. For each share granted as a full-value award granted prior to October 1, 2010, future shares available for grants under the 2009 Plan were reduced by 1.4 shares. Awards granted as stock options and stock appreciation rights continue to reduce the number of shares available for issuance under the 2009 Plan on a one-for-one basis. At the Company's 2013 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2009 Plan to increase the number of shares of common stock authorized for issuance by 2.5 million shares. At the 2015 Annual Meeting, the Company's stockholders approved an amendment to the 2009 Plan to increase the number of shares of common stock authorized for issuance by 3.2 million shares and to provide that number of common stock shares available for issuance under the 2009 Plan be reduced by 2.15 shares for each share granted as a full value award on or after December 31, 2014. In addition, at the 2015 Annual Meeting, the Company's stockholders approved amendments to the 2009 Plan Stock providing that: (i) awards granted under the 2009 Plan will be subject to recoupment in accordance with any clawback policy that the Company may be required to adopt pursuant to applicable law and listing requirements and (ii) that the 2009 Plan will not expire by its terms but that no incentive stock options may be granted after the ten year anniversary of the earlier of the date that the 2009 Plan was adopted by the Company's Board of Directors or the date that the 2009 Plan was approved by its stockholders. There were 3.8 million shares of common stock reserved for future issuance under the 2009 Plan as of December 31, 2015. Options granted under the 2009 Plan become exercisable over periods of up to four years, with one-fourth of the shares vesting one year from the vesting commencement date with respect to initial grants, and the remaining shares vesting in 36 equal monthly installments thereafter. The Company also grants both restricted stock and restricted stock units to participants under the 2009 Plan. Awards of restricted stock to non-employee directors are granted on the date of the annual meeting of stockholders and vest in full on the date of the next annual meeting of stockholders, provided such non-employee director remains a director on such date. The fair value of the award on the date of issuance is amortized to expense from the date of grant to the date of vesting. RSUs granted to employees vest over a period of four years and are expensed ratably on a straight-line basis over the vesting period. Performance-based Restricted Stock Units In 2011, the Company began incorporating performance-based restricted stock units ("PSUs") as an element of its executive compensation plans. In 2012, the Company granted 125,000 PSUs to its executive officers, of which 62,500 PSUs became eligible for vesting upon the achievement of a certain level of shareholder return for 2012. In 2013, the Company granted 137,500 PSUs to its 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. In 2014, the Company granted 132,500 PSUs to its 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 the Company's total shareholder return for the period from March 1, 2014 through March 1, 2015. In 2015, the Company granted 60,000 PSUs to its executive officers, all, none or a portion of which may become eligible for vesting depending on the level of shareholder return for the period from March 2, 2015 through March 1, 2016 and eligible for further time-based vesting based on the ranking of the Company's total shareholder return. The fair value of a PSU award is determined using a Monte Carlo simulation model. The number of shares that vest at the end of the performance period depends on the percentile ranking of the total shareholder return for Omnicell stock over the performance period relative to the total shareholder return of each of the other companies in the NASDAQ Healthcare Index (the "Index"). Vesting for the PSUs is based both on the percentile placement of the Company's total stockholder return among the companies listed in the NASDAQ Health Care Index and time-based vesting. The Company calculates total stockholder return based on the one year annualized rates of return reflecting price appreciation plus reinvestment of dividends. For PSUs granted on February 6, 2015, stock price appreciation is calculated based on the trailing 20-day average stock price just prior the first trading day of March 2015, compared to the trailing 20-day average stock price just prior the first trading day of March 2016. For PSUs granted on February 4, 2014, stock price appreciation is calculated based on the trailing 20-day average stock price just prior to the first trading day of March 2014, compared to the trailing 20-day average stock price just prior to the first trading day of March 2015. On March 20, 2014, the Compensation Committee confirmed 63.9% as the percentile rank of the Company's 2013 total stockholder return. This resulted in 100% of the 2013 PSUs, 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. Of the 137,500 shares eligible for time-based vesting under the 2013 PSUs, 68,750 and 34,375 shares vested during the year ended December 31, 2014 and December 31, 2015, respectively. On March 3, 2015, the Compensation Committee confirmed 74.4% as the percentile rank of the Company's 2014 total stockholder return. This resulted in 100% of the 2014 PSUs, or 132,500 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 3, 2015 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. Of the 132,500 shares eligible for time-based vesting under the 2014 PSUs, 66,250 shares vested during the year ended December 31, 2015. Valuation of share-based awards The following assumptions were used to value share options and ESPP shares granted pursuant to our equity incentive plans:
| Year Ended
| December 31, 2015 |  | December 31, 2014 |  | December 31, 2013
Stock Option Plans |  |  |  |  |
Risk-free interest rate | 1.7 | % |  | 1.6 | % |  | 1.2 | %
Dividend yield | — | % |  | — | % |  | — | %
Expected volatility | 32.0 | % |  | 34.9 | % |  | 43.1 | %
Expected life (in years) | 5.04 |  |  | 4.8 |  |  | 5.3 |
| Year Ended
| December 31, 2015 |  | December 31, 2014 |  | December 31, 2013
Employee Stock Purchase Plan |  |  |  |  |
Risk-free interest rate | 0.03% - 0.79% |  |  | 0.03% - 0.53% |  |  | 0.03% - 0.85% |
Dividend yield | — | % |  | — | % |  | — | %
Expected volatility | 25.7% - 37.5% |  |  | 29.5% - 42.1% |  |  | 29.5% - 44.8% |
Expected life (in years) | 0.5 - 2.0 |  |  | 0.5 - 2.0 |  |  | 0.5 - 2.0 |
Share-based compensation expense The Company accounts 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 its ESPP using the estimate grant date fair value method of accounting in accordance with ASC 718, Stock Compensation. The Company values 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 using the Monte Carlo simulation model. The following table sets forth the total share-based compensation expense recognized in the Company's Consolidated Statements of Income:
| Year Ended
| December 31, 2015 |  | December 31, 2014 |  | December 31, 2013
| (In thousands)
Cost of product and service revenues | $ | 2,111 |  |  | $ | 1,456 |  |  | $ | 1,241 |
Research and development | 2,060 |  |  | 1,655 |  |  | 1,359 |
Selling, general and administrative | 10,750 |  |  | 9,674 |  |  | 8,551 |
Total share-based compensation expense | $ | 14,921 |  |  | $ | 12,785 |  |  | $ | 11,151 |
The Company did not capitalize any share-based compensation as inventory as such amounts were not material for the years ended December 31, 2015, December 31, 2014 and December 31, 2013. Income tax benefits realized from share-based compensation were $5.0 million, $4.5 million and $2.4 million, for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. Stock options activity A summary of the stock option activity under the 2009 Plan is presented below:
| Number of Shares |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Years |  | Aggregate Intrinsic Value
| (In thousands, except per share data)
Outstanding at December 31, 2014 | 2,672 |  |  | $ | 19.02 |  |  | 6.5 |  |
Granted (Awarded) | 728 |  |  | 31.21 |  |  |  |  |
Exercised (Released) | (598 | ) |  | 15.51 |  |  |  |  |
Expired | (5 | ) |  | 16.71 |  |  |  |  |
Forfeited | (109 | ) |  | 24.24 |  |  |  |  |
Outstanding at December 31, 2015 | 2,688 |  |  | 22.89 |  |  | 6.9 |  | $ | 23,418 |
Exercisable at December 31, 2015 | 1,399 |  |  | 17.74 |  |  | 5.1 |  | 18,716 |
Vested and expected to vest at December 31, 2015 and thereafter | 2,648 |  |  | 22.78 |  |  | 6.9 |  | $ | 23,332 |
The weighted-average fair value per share of options granted during 2015, 2014 and 2013 was $9.67, $9.12 and $8.09, respectively. The intrinsic value of options exercised during 2015, 2014 and 2013 was $11.3 million, $14.1 million and $14.0 million, respectively. As of December 31, 2015, total unrecognized compensation cost related to unvested stock options was $11.2 million, which is expected to be recognized over a weighted-average vesting period of 2.9 years. As of December 31, 2014, total unrecognized compensation cost related to unvested stock options was $8.8 million, which is expected to be recognized over a weighted-average vesting period of 2.8 years. Restricted stock activity Summaries of the restricted stock activity under the 2009 Plan are presented below:
| Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Weighted-Average Remaining Years |  | Aggregate Intrinsic Value
| (In thousands, except per share data)
Restricted Stock Units |  |  |  |  |  |  |
Non-vested at December 31, 2014 | 399 |  |  | $ | 24.00 |  |  | 1.5 |  |
Granted (Awarded) | 256 |  |  | 31.44 |  |  |  |  |
Vested (Released) | (196 | ) |  | 23.99 |  |  |  |  |
Forfeited | (42 | ) |  | 24.65 |  |  |  |  |
Non-vested at December 31, 2015 | 417 |  |  | 28.49 |  |  | 1.6 |  | $ | 12,948 |
The weighted-average grant date fair value per share of Restricted Stock Units ("RSUs") granted during 2015, 2014 and 2013 was $31.44, $28.88 and $19.87, respectively. The total fair value of RSUs that vested in 2015, 2014 and 2013 was $4.7 million, $3.2 million and $4.4 million, respectively. As of December 31, 2015, total unrecognized compensation cost related to RSUs was $11.2 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.9 years. As of December 31, 2014, total unrecognized compensation cost related to RSUs was $8.7 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.6 years.
| Number of Shares |  | Weighted-Average Grant Date Fair Value
| (In thousands, except per share data)
Restricted Stock Awards |  |  |
Non-vested at December 31, 2014 | 36 |  |  | $ | 26.47 |
Granted (Awarded) | 36 |  |  | 36.05 |
Vested (Released) | (41 | ) |  | 26.48 |
Forfeited | — |  |  | — |
Non-vested at December 31, 2015 | 31 |  |  | $ | 35.97 |
The weighted-average grant date fair value per share of Restricted Stock Awards ("RSAs") granted during 2015, 2014 and 2013 was $36.05, $26.42 and $18.20, respectively. The total fair value of RSAs that vested in 2015, 2014 and 2013 was $1.1 million, $1.0 million and $1.1 million, respectively. As of December 31, 2015, total unrecognized compensation cost related to RSAs was $0.4 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.4 years. As of December 31, 2014, total unrecognized compensation cost related to RSAs was $0.4 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.5 years. Performance-based restricted stock units activity A summary of the performance-based restricted stock activity under the 2009 Plan is presented below:
| Number of Shares |  | Weighted-Average Grant Date Fair Value Per Unit
| (In thousands, except per share data)
Unvested at December 31, 2014 | 233 |  |  | $ | 17.96 |
Granted (Awarded) | 60 |  |  | 29.56 |
Vested (Released) | (107 | ) |  | 18.20 |
Forfeited | (35 | ) |  | 14.08 |
Unvested at December 31, 2015 | 151 |  |  | $ | 23.33 |
The weighted-average grant date fair value per share of PSUs granted during 2015, 2014 and 2013 was $29.56, $20.94 and $14.68, respectively. The total fair value of PSUs that vested in 2015, 2014 and 2013 was $1.9 million, $1.5 million and $0.7 million, respectively. As of December 31, 2015, total unrecognized compensation cost related to PSUs was approximately $1.5 million, which is expected to be recognized over the remaining weighted-average period of 1.2 years. As of December 31, 2014, total unrecognized compensation cost related to PSUs was approximately $2.0 million, which is expected to be recognized over the remaining weighted-average period of 1.2 years. Employee Stock Purchase Plan The unrecognized compensation cost related to the shares to be purchased under the ESPP was approximately $1.4 million, and is expected to be recognized over a weighted-average period of 0.6 years as of December 31, 2015. Summary of Shares Reserved for Future Issuance Under Equity Incentive Plans The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of December 31, 2015:
|  | Number of Shares
|  | (In thousands)
Share options outstanding |  | 2,688 |
Non-vested restricted stock awards |  | 599 |
Shares authorized for future issuance |  | 3,804 |
ESPP shares available for future issuance |  | 3,251 |
Total shares reserved for future issuance |  | 10,342 |
401(k) Plan The Company has established a pre-tax savings plan under Section 401(k) of the Internal Revenue Code. The 401(k) Plan allows eligible employees in the United States to voluntarily contribute a portion of their pre-tax salary, subject to a maximum limit specified in the Internal Revenue Code. The Company matches 50% of employee contributions up to $2,000, annually. The Company's contributions under this plan were $1.8 million, $1.3 million and $1.1 million in 2015, 2014 and 2013, respectively.

X
- Definition The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. + References No definition available. + Details
Name: | us-gaap_CompensationAndEmployeeBenefitPlansTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration