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Stock Incentive and Employee Stock Purchase Plans
 12 Months Ended
Dec. 31, 2012
Stock Incentive and Employee Stock Purchase Plans [Abstract]  
Stock Incentive and Employee Stock Purchase Plans
9. Stock Incentive and Employee Stock Purchase Plans

During the year ended December 31, 2012, the Company granted awards under the 2009 Omnibus Incentive Compensation Plan (the “2009 Plan”). The Compensation Committee of the Board of Directors administers the plan.

Under the 2009 Plan, a maximum of 2.5 million shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of restricted stock units or other awards, including awards with alternative vesting schedules such as performance-based criteria.

For the years ended December 31, 2012, 2011 and 2010, the following table presents total share-based compensation expense in each functional line item on our consolidated statements of operations (in thousands):

 

                         
    Year Ended December 31,  
    2012     2011     2010  

Cost of revenues

   $ 747     $ 579     $ 645  

Research and development

     3,042       2,088       2,368  

Sales and marketing

     1,403       1,254       1,164  

General and administrative

     2,308       2,062       2,294  
   

 

 

    

 

 

    

 

 

  

Totals

   $ 7,500     $ 5,983     $ 6,471  
   

 

 

    

 

 

    

 

 

  

The per share fair values of stock options granted under the 2009 Plan and rights granted under the ESPP have been estimated with the following assumptions.

 

                                                 
    Employee Stock Options     Employee Stock Purchase Rights  
      2012         2011         2010         2012         2011         2010    

Expected dividend yield:

     0 %      0 %      0 %      0 %      0 %      0 % 

Risk-free interest rate:

     0.9 %      1.2 %      2.2 %      0.2 %      0.2 %      0.5 % 

Volatility:

     63 %      69 %      53 %      68 %      63 %      60 % 

Expected term (in years):

     6.0       6.0       5.8       1.3       1.1       1.3  

 

Stock Options

The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for options granted. Options granted under the 2009 Plan and previous plans generally have a term of ten years, and in the case of new hires, generally vest and become exercisable at the rate of 25% after one year and ratably on a monthly basis over a period of 36 months thereafter. Subsequent option grants to existing employees generally vest and become exercisable over a period of 36 months measured from the date of grant.

A summary of stock option activity for the year ended December 31, 2012 is presented below (dollars and shares in thousands, except per share data):

 

                                 
    Stock
Options
Outstanding		     Weighted
Average
Exercise
Price Per
Option		     Weighted
Average
Remaining
Contractual
Term
(Years)		     Aggregate
Intrinsic
Value		  

Options outstanding December 31, 2011

     4,481     $ 10.58                  

Granted

     176     $ 3.44                  

Exercised

     0     $ 0.00                  

Cancelled

     (375 )    $ 10.99                  
   

 

 

                          

Balance December 31, 2012

     4,282     $ 10.25       4.27     $ 0  
   

 

 

                          

Options Exercisable, December 31, 2012

     3,839     $ 10.80       3.90     $ 0  
   

 

 

                          

The total intrinsic value of options exercised to purchase common stock during the years ended December 31, 2012, 2011 and 2010 was approximately $0, $28,000 and $364,000, respectively. As of December 31, 2012, total unrecognized share-based compensation cost related to unvested stock options was $1.4 million, which is expected to be recognized over a weighted average period of approximately 1.6 years. The total fair value of option awards recognized as expense during the years ended December 31, 2012, 2011 and 2010 was approximately $1.7 million, $2.7 million and $3.5 million, respectively. The weighted average fair value of option awards granted during years ended December 31, 2012, 2011 and 2010 was $1.97, $3.40 and $3.62, respectively.

Restricted Stock Units

The Company may issue restricted stock units (“RSUs”) that, upon satisfaction of vesting conditions, allow for employees and non-employee directors to receive common stock. Issuances of such awards reduce common stock available under the 2009 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant.

During 2012, the Compensation Committee of the Board of Directors, pursuant to the 2009 Plan, awarded employees a total of 1,015,638 RSUs at fair values ranging from $1.28 per share to $3.58 per share. Generally, one-third of the shares underlying each grant become issuable on the anniversary of each grant date, assuming continued employment or to the Company through such date. Based on the fair value of the Company’s common stock price at the grant dates, the Company estimated the aggregate fair value of these awards at approximately $3.4 million. The estimated fair value of these awards is being amortized to compensation expense for each grant on a straight-line basis over the estimated service period.

During 2011, the Compensation Committee of the Board of Directors, pursuant to the 2009 Plan, awarded employees a total of 903,214 RSUs at fair values ranging from $3.06 per share to $9.71 per share. Generally, one-third of the shares underlying each grant become issuable on the anniversary of each grant date, assuming continued employment or to the Company through such date. Based on the fair value of the Company’s common stock price at the grant dates, the Company estimated the aggregate fair value of these awards at approximately $4.9 million. The estimated fair value of these awards is being amortized to compensation expense for each grant on a straight-line basis over the estimated service period.

During 2010, the Compensation Committee of the Board of Directors, pursuant to the 2009 Plan, awarded employees a total of 620,236 RSUs, including 235,900 RSUs to Enfora employees in connection with the acquisition (the “Enfora RSUs”), at fair values ranging from $6.95 per share to $9.76 per share. Generally, one-third of the shares underlying each grant become issuable on the anniversary of each grant date, assuming continued employment or to the Company through such date. However, one-fourth of the shares underlying each grant of the Enfora RSUs become issuable on the anniversary of each grant date, assuming continued employment or to the Company through such date. Based on the fair value of the Company’s common stock price at the grant dates, the Company estimated the aggregate fair value of these awards at approximately $5.0 million. The estimated fair value of these awards is being amortized to compensation expense for each grant on a straight-line basis over the estimated service period.

A summary of restricted stock unit activity for the year ended December 31, 2012 is presented below (shares in thousands):

 

         
    Shares  

Non-vested at December 31, 2011

     1,289  

Granted

     1,016  

Vested

     (461 ) 

Forfeited

     (182 ) 
   

 

 

  

Non-vested at December 31, 2012

     1,662  
   

 

 

  

As of December 31, 2012, there was $6.2 million of unrecognized compensation expense related to non-vested RSUs. That expense is expected to be recognized over a weighted average period of 1.6 years. The total fair value of RSUs recognized as expense during the years ended December 31, 2012, 2011 and 2010 was $3.4 million, $2.6 million and $1.7 million, respectively.

2000 Employee Stock Purchase Plan

The Company’s 2000 Employee Stock Purchase Plan (the “ESPP”) permits eligible employees of the Company to purchase newly issued shares of common stock, at a price equal to 85% of the lower of the fair market value on (i) the first day of the offering period or (ii) the last day of each six-month purchase period, through payroll deductions of up to 10% of their annual cash compensation.

During the years ended December 31, 2012, 2011 and 2010, the Company issued 1,086,837 shares, 163,142 shares and 514,540 shares, respectively, under the ESPP. During the years ended December 31, 2012, 2011 and 2010, the Company received $1.6 million, $470,000 and $1.7 million, respectively, in cash through employee withholdings.

On November 4, 2010, the Company announced the termination of the ESPP as of November 15, 2010 due to a lack of available shares. The cancellation of the awards was accounted for as a repurchase for no consideration. The previously unrecognized compensation cost as of November 15, 2010 of $316,000 was fully expensed in the fourth quarter of 2010. The Company reinstated the ESPP program effective as of September 8, 2011. The reinstated ESPP authorized the Company to issue 1,250,111 shares of common stock for purchase by eligible employees.

On October 22, 2012, the Company announced the termination of the ESPP as of November 15, 2012 due to a lack of available shares. The cancellation of the awards was accounted for as a repurchase for no consideration. The previously unrecognized compensation cost as of November 15, 2012 of $1.0 million was fully expensed in the fourth quarter of 2012.

 

The total fair value of ESPP awards recognized as expense during the years ended December 31, 2012, 2011 and 2010 was $1.4 million, $707,000 and $994,000, respectively.