Annual report pursuant to Section 13 and 15(d)

Stock Incentive Plan

v3.8.0.1
Stock Incentive Plan
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Incentive Plan
STOCK INCENTIVE PLAN
In 2000, the Company’s Board of Directors approved the Company’s 2000 Stock Incentive Plan (the “2000 Plan”) and between 2000 and 2010 authorized the Company to reserve a total of 28,500,000 shares of its then authorized common stock, par value $0.0001 per share (”Common Stock”) for issuance under the 2000 Plan. The 2000 Plan provided for the issuance of restricted stock grants, incentive stock options and nonqualified stock options. The Company will grant no further stock options or restricted awards under the 2000 Plan.
The Company’s 2010 Stock Incentive Plan (the “2010 Plan”), was adopted by the Company’s Board of Directors in May 2010 and approved by its stockholders in June 2010. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, performance-based stock options, restricted stock awards and other stock-based awards. Upon its effectiveness, 10,000,000 shares of the Company’s Class A common stock were reserved for issuance under the 2010 Plan. As of December 31, 2017, the Company had granted options to purchase 3,509,957 shares of Class A common stock under the 2010 Plan.
The Company’s 2017 Employee Stock Purchase Plan ("ESPP") permits eligible employees to purchase up to an aggregate of 100,000 shares of the Company’s Class A common stock. This plan commenced December 1, 2017. The ESPP allows participants to purchase shares of common stock at a 5% discount from the fair market value of the stock as determined on specific dates at six-month intervals. During the year ended December 31, 2017, the Company issued no shares under the ESPP as the first offering period does not end until May 2018. As of December 31, 2017, approximately $38 had been withheld from employees for future purchases under the ESPP.
Stock Option Grants 
The Company has granted stock options to certain employees and directors, including its principal and controlling stockholder, under the 2000 Plan. The Company has also granted stock options to certain employees and directors under the 2010 Plan. At December 31, 2017, 7,100,394 shares were available for grant under the 2010 Plan.
The following table summarizes the collective activity under the 2000 Plan and the 2010 Plan:
 
Number of Options
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term
 
Aggregate Intrinsic Value
Outstanding at December 31, 2014
3,893,573

 
$
7.721

 
 
 
 
Granted(1)
747,100

 
6.404

 
 
 
 
Exercised
(332,600
)
 
3.467

 
 
 
 
Forfeited
(168,633
)
 
9.409

 
 
 
 
Outstanding at December 31, 2015
4,139,440

 
7.740

 
 
 
 
Granted(1)
665,000

 
4.703

 
 
 
 
Exercised
(320,892
)
 
3.286

 
 
 
 
Forfeited
(194,562
)
 
8.154

 
 
 
 
Expired
(317,604
)
 
11.293

 
 
 
 
Outstanding at December 31, 2016
3,971,382

 
7.300

 
 
 
 
Granted(1)
390,353

 
6.061

 
 
 
 
Exercised
(401,031
)
 
4.935

 
 
 
 
Forfeited
(41,500
)
 
6.421

 
 
 
 
Expired
(85,557
)
 
10.157

 
 
 
 
Outstanding at December 31, 2017
3,833,647

 
$
7.367

 
5.22
 
$
7,691

Options exercisable at December 31, 2017
2,494,009

 
$
8.280

 
3.59
 
$
3,741

Expected to vest at December 31, 2017
1,339,638

 
$
5.667

 
8.25
 
$
3,950

 
(1) Grants are related to the 2010 Plan.
The aggregate intrinsic value of stock options exercised during the years ended December 31, 2017, 2016 and 2015 was $808, $575 and $1,024, respectively.
 
During the year ended December 31, 2017, a total of 401,031 shares were issued upon the exercise of options under the 2000 and 2010 Plan at an average price of $4.935 per share. Cash received from option exercises under all stock-based payment arrangements, net, for the years ended December 31, 2017, 2016 and 2015 was $1,977, $1,054 and $1,153, respectively.
Stock options issued under our 2000 Plan generally expire if not exercised within ten years after the grant date. Under the terms of our 2010 stock incentive plan, all options expire if not exercised within ten years after the grant date. During 2011, the Company began awarding options which typically vest over a five year period on an annual ratable basis. From time to time, the Company awards options providing for vesting over three years, with one-third vesting on each of the first three anniversaries of the grant date. During the year ending December 31, 2016, the Company also awarded options that vest based upon the achievement of specific performance goals. If the employee ceases to be employed by the Company for any reason before vested options have been exercised, the employee has 90 days to exercise options that have vested as of the date of such employee’s termination or they are forfeited.

The Company uses the Black-Scholes option pricing model to determine the weighted-average fair value of options granted. The Company will recognize the compensation cost of stock-based awards on a straight-line basis over the vesting period of the award.
The determination of the fair value of stock-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The following table sets forth the significant assumptions used in the model during 2017, 2016 and 2015:
 
 
Year Ended December 31,
 
2017
 
2016
 
2015
Expected dividend yield
—%
 
—%
 
—%
Risk-free interest rate
1.96%-2.36%
 
1.16%-1.77%
 
1.53%-2.01%
Expected volatility
46%
 
46%-49%
 
44%-49%
Expected life
6.5 years
 
6.5-10 years
 
5.0-6.5 years


 
The Company will continue to use judgment in evaluating the expected term and volatility related to the stock-based compensation on a prospective basis, and incorporating these factors into the Black-Scholes pricing model. The Company records forfeitures as they occur. Higher volatility and longer expected lives result in an increase to stock-based compensation expense determined at the date of grant.
The weighted-average fair value of stock options granted during the years ended December 31, 2017, 2016 and 2015, under the Black-Scholes option pricing model was $2.93, $2.60 and $3.03, respectively, per share. For the years ended December 31, 2017, 2016 and 2015, the Company recorded stock-based compensation expense of approximately $1,293, $1,462, and $1,769, respectively, in connection with stock-based payment awards. The compensation expense is allocated between cost of revenues and selling, general and administrative expenses in the accompanying consolidated statements of income (loss) based on the salaries and work assignments of the employees holding the options. As of December 31, 2017, there was approximately $2,768 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 2.3 years.