Share-based Compensation

During the year ended December 31, 2016, the Company granted awards under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2009 Plan”). The Compensation Committee of the Board of Directors administers the plans.

Under the 2015 Incentive Compensation Plan (the “2015 Plan”) and the 2009 Plan, a maximum of 4,000,000 shares and 15,323,000 shares, respectively, 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, 2016, 2015 and 2014, the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands):



	Year Ended December 31,
	2016		2015		2014
Cost of revenues	$	235	$	233	$	5
Research and development	868		1,003		654
Sales and marketing	707		579		247
General and administrative	2,778		2,963		1,384
Restructuring charges	—		1,572		1,298
Total	$	4,588	$	6,350	$	3,588

Stock Options

The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. Stock options generally have a term of ten years and vest over a three- to four-year period.

In connection with the acquisition of FW, the Company granted inducement stock options to FW employees to acquire an aggregate of 323,000 shares of the Company’s common stock under the 2009 Plan. The inducement awards became effective upon the closing of the acquisition. These stock options granted to FW employees have an exercise price of $4.65 per share. The options have a ten-year term and will vest over a four-year period. In the event of termination of employment, all unvested options will terminate.

In connection with the acquisition of Ctrack, the Company assumed a number of employee stock options granted to both executive and non-executive employees of Ctrack. Under the 2015 Plan, the Company granted stock options to employees of Ctrack to replace the stock options previously granted by DigiCore (the “Replacement Options”). The Company adjusted the exercise price and number of shares originally granted by DigiCore in order to preserve the intrinsic value and stock-exercise ratio of such awards. For Replacement Options granted to executives, the vesting schedule was reset to four years and the expiration date was extended to ten years from the date of acquisition. For Replacement Options granted to non-executives, the vesting schedule remain unchanged and the expiration date was extended to ten years from the date of acquisition.

As a result of the Company granting Replacement Options at an exercise price that preserved the value of the options, these options were valued as in-the-money options. Due to limitations in the Black-Scholes model related to in-the-money options, the Company elected to value the options using the Hull-White I lattice model. The inherent advantage of a lattice model relative to the Black-Scholes model is that option exercises are modeled as being dependent on the evolution of the stock price and not solely on the amount of time that has passed since the grant date. The Hull-White I lattice model uses the same assumptions as the Black-Scholes model except it replaces the expected term with the suboptimal exercise factor and includes an additional assumption regarding the post-vesting termination rate.

Under the 2015 Plan, the Company also granted additional bonus stock options to Ctrack executives with a exercise price equal to the market price on the date of grant, a four-year vesting schedule, and an expiration date that occurs ten years from the acquisition date. The fair value of these options was determined using the Black-Scholes valuation model. No other shares have been granted under the 2015 Plan.

The following table presents the weighted-average assumptions used in the Hull-White I valuation model and the Black-Scholes valuation model by the Company in calculating the fair value of each Replacement Option and executive bonus stock option, respectively, granted under the 2015 Plan for the year ended December 31, 2015:



	Hull-White I
	Executive		Non-executive		Black-Scholes
Expected dividend yield	—	%	—	%	—	%
Risk-free interest rate	2.1	%	2.1	%	1.4	%
Volatility	64	%	64	%	67	%
Expected term (in years)	n/a		n/a		5.0
Suboptimal exercise factor	2.570		1.626		n/a
Post-vesting termination rate	3	%	3	%	n/a

The following table presents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of each stock option granted under the 2009 Plan:



	Year Ended December 31,
	2016		2015		2014
Expected dividend yield	—	%	—	%	—	%
Risk-free interest rate	1.7	%	1.4	%	1.4	%
Volatility	79	%	69	%	80	%
Expected term (in years)	5.0		4.5		4.6

The weighted-average fair value of stock option awards granted under all plans during the years ended December 31, 2016, 2015 and 2014 was $1.05, $1.63 and $1.48, respectively.

The following table summarizes the Company’s stock option activity under all plans for the years ended December 31, 2016 and 2015 (dollars in thousands, except per share data):



	Stock Options Outstanding		Weighted-Average Exercise Price Per Option		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding — December 31, 2014	3,064,880		$	5.27
Granted	6,656,737		3.02
Exercised	(273,005	)	2.26
Canceled	(3,363,776	)	5.14
Outstanding — December 31, 2015	6,084,836		3.01
Granted	1,051,550		1.65
Exercised	(78,384	)	1.12
Canceled	(701,799	)	4.35
Outstanding — December 31, 2016	6,356,203		$	2.64	7.94	$	3,592
Vested and Expected to Vest — December 31, 2016	5,729,553		$	2.72	7.84	$	3,180
Exercisable — December 31, 2016	2,461,614		$	3.69	6.58	$	1,023

The total intrinsic value of stock options exercised to purchase common stock during the years ended December 31, 2016, 2015 and 2014 was approximately $0.1 million, $0.9 million and $0.1 million, respectively. As of December 31, 2016, total unrecognized share-based compensation expense related to non-vested stock options was $4.1 million, which is expected to be recognized over a weighted-average period of approximately 2.6 years. The Company recognized approximately $2.2 million, $3.2 million and $0.8 million of share-based compensation expense related to the vesting of stock option awards during the years ended December 31, 2016, 2015 and 2014, respectively.

Restricted Stock Units

Pursuant to the 2015 Plan and the 2009 Plan, the Company may issue 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 2015 Plan and 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. RSUs generally vest over a three- to four-year period.

A summary of restricted stock unit activity under all plans for the year ended December 31, 2016 is presented below:



	Number of Shares		Weighted-Average Grant-Date Fair Value
Non-vested — December 31, 2015	960,203		$	3.39
Granted	2,914,000		1.62
Vested	(461,866	)	3.30
Forfeited	(436,537	)	2.03
Non-vested — December 31, 2016	2,975,800		$	1.87

During the years ended December 31, 2015 and 2014, the weighted-average grant-date fair value of RSUs granted was $4.55 (net of immediately vesting RSUs granted as payment to the Company’s U.S. employees for their retention bonus in the third quarter of 2015) and $2.16, respectively. During the years ended December 31, 2016, 2015 and 2014, the total fair value of shares vested was $0.9 million, $3.1 million (net of immediately vesting RSUs granted as payment to the Company’s U.S. employees for their retention bonus in the third quarter of 2015) and $3.0 million, respectively.

As of December 31, 2016, there was $3.1 million of unrecognized share-based compensation expense related to non-vested RSUs, which is expected to be recognized over a weighted-average period of 2.7 years. The Company recognized approximately $2.0 million, $2.8 million and $2.9 million of share-based compensation expense related to the vesting of RSUs during the years ended December 31, 2016, 2015 and 2014, respectively.

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. Under the ESPP, a maximum of 4,074,000 shares of common stock may be purchased by eligible employees.

The Company terminated the ESPP in 2012 due to a lack of available shares but subsequently reinstated the ESPP in August 2014. During the years ended December 31, 2016, 2015 and 2014, the Company issued 789,565 shares, 506,100 shares and 114,791 shares, respectively, under the ESPP. The Company recognized approximately $0.4 million, $0.4 million and $0.1 million of share-based compensation expense related to the ESPP during the years ended December 31, 2016, 2015 and 2014, respectively.