Stockholders' Equity and Stock-based Compensation | NOTE 8. Stockholders' Equity and Stock-based Compensation Common Stock The Company had reserved shares of common stock for future issuance as of December 31, 2019 as follows: Options and RSUs outstanding under equity incentive plans 2000 Equity Incentive Plan 157,385 2012 Equity Incentive Plan 3,924,108 Shares available for future grants under an equity incentive plan 2012 Equity Incentive Plan 5,243,730 Total shares reserved for future issuance 9,325,223 Preferred Stock Effective October 3, 2012, the Company is authorized to issue 20,000,000 shares of undesignated preferred stock with a par value of $0.001 per share. Each series of preferred stock will have such rights and preferences including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price, and liquidation preferences as determined by the Board. As of December 31, 2019 , and 2018 , there were no issued or outstanding shares of preferred stock. Stock Options 2012 Equity Incentive Plan The 2012 Equity Incentive Plan was adopted and approved in September 2012 and became effective on September 26, 2012. Under the 2012 Plan, the Company is authorized to grant to eligible participant's incentive stock options (ISOs), non-statutory stock options (NSOs), stock appreciation rights (SARs), restricted stock awards (RSAs), RSUs, performance units and performance shares equivalent to up to 13,741,931 shares of common stock as of December 31, 2019 . The number of shares of common stock available for issuance under the 2012 Plan includes an annual increase on January 1 of each year by an amount equal to the least of 3,050,000 shares; 5% of the outstanding shares of stock as of the last day of the immediately preceding fiscal year; or an amount determined by the Board of Directors. Options may be granted with an exercise price that is at least equal to the fair market value of the Company's stock at the date of grant and are exercisable when vested. Options granted generally vest over a period of up to four years , with a maximum term of ten years . ISOs may only be granted to employees and any subsidiary corporations' employees. All other awards may be granted to employees, directors and consultants and subsidiary corporations' employees and consultants. Options, SARs, RSUs, performance units and performance awards may be granted with vesting terms as determined by the Board of Directors and expire no more than ten years after the date of grant or earlier if employment or service is terminated. 2000 Equity Incentive Plan Under the 2000 Equity Incentive Plan (2000 Plan), the Company was authorized to grant to eligible participants either ISOs or NSOs. The ISOs were granted at a price per share not less than the fair market value at the date of grant. The NSOs were granted at a price per share not less than 85% of the fair market value at the date of grant. Options granted generally vest over a period of up to four years , with a maximum term of ten years . The 2000 Plan was terminated in connection with the closing of the Company's initial public offering, and accordingly, no shares are currently available for grant under the 2000 Plan. The 2000 Plan continues to govern outstanding awards granted thereunder. Options granted under the 2000 Plan were immediately exercisable, and unvested shares are subject to repurchase by the Company. Upon termination of employment of an option holder, the Company has the right to repurchase at the original purchase price any issued but unvested common shares. The amount s paid for shares purchased under an early exercise of stock options and subject to repurchase by the Company are not reported as a component of stockholders ’ equity (deficit) until those shares vest. The amounts received in exchange for these shares are recorded as an accrued liability in the accompanying consolidated balance sheets and will be reclassified to common stock and additional paid-in capital as the shares vest. Stock-based Compensation The following table shows a summary of the stock-based compensation expense included in the condensed consolidated statements of operations for the fiscal years ended December 31, 2019, 2018 and 2017 : Year Ended December 31, 2019 2018 2017 (in thousands) Cost of revenues $ 2,262 $ 2,489 $ 2,159 Research and development 11,151 7,961 5,944 Sales and marketing 4,984 4,650 4,755 General and administrative 16,495 14,990 14,103 Total stock-based employee compensation $ 34,892 $ 30,090 $ 26,961 Stock-based compensation cost is recognized over the service period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures materially differ from those estimates. As of December 31, 2019 , the Company ha d $17.5 million o f total unrecognized employee compensation cost related to unvested options that it expects to recognize over a weighted-average period of 2.5 years. The fair value of each option granted to employees is estimated on the date of grant using the Black-Scholes-Merton option-pricing model based on the following assumptions: Year Ended December 31, 2019 2018 2017 Expected term (in years) 4.4 to 6.6 4.5 to 5.0 5.1 to 5.5 Volatility 40% to 46% 45% to 47% 47% to 49% Risk-free interest rate 1.5% to 2.4% 2.5% to 3.0% 1.8% to 2.0% Dividend yield — — — The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected term at the grant date. Prior to the third quarter of 2017, volatility was based on a combination of the historical volatility of the Company and of several public entities that are similar to the Company. The Company based volatility on this combination because it did not have sufficient historical transactions in its own shares on which to solely base expected volatility. Beginning in the third quarter of 2017, the volatility was estimated using the historical volatility derived from the Company's common stock. The Company has not historically declared any dividends and does not expect to in the future. Stock Option Plan Activity A summary of the Company’s stock option activity is as follows: Outstanding Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2016 7,527,680 $ 19.25 6.0 $ 101,717 Granted 408,225 $ 40.82 Exercised (2,997,095 ) $ 11.05 Canceled (442,919 ) $ 33.29 Balance as of December 31, 2017 4,495,891 $ 25.29 6.6 $ 153,129 Granted 366,786 $ 79.79 Exercised (1,183,235 ) $ 20.33 Canceled (250,133 ) $ 39.61 Balance as of December 31, 2018 3,429,309 $ 31.79 6.4 $ 149,935 Granted 496,145 $ 87.10 Exercised (901,290 ) $ 27.55 Canceled (157,489 ) $ 71.04 Balance as of December 31, 2019 2,866,675 $ 40.54 6.0 $ 125,647 Vested and expected to vest—December 31, 2019 2,655,987 $ 37.27 5.9 $ 124,592 Exercisable—December 31, 2019 2,099,200 $ 28.39 5.4 $ 115,916 The following table summarizes the outstanding and vested stock options at December 31, 2019 : Outstanding Exercisable Exercise Price Number of Weighted Weighted Number of Weighted $4.10 - $13.50 297,913 $ 9.75 2.5 297,913 $ 9.75 $13.60 - $25.17 351,255 $ 22.22 4.6 347,391 $ 22.19 $25.56 - $25.56 836,635 $ 25.56 6.3 764,382 $ 25.56 $26.86 - $34.97 297,207 $ 30.98 5.0 287,277 $ 30.96 $36.25 - $40.68 301,532 $ 38.19 6.3 244,236 $ 38.17 $40.89 - $79.51 363,278 $ 70.50 8.5 113,388 $ 61.81 $86.35 - $87.26 196,706 $ 86.69 5.5 2,770 $ 87.26 $89.55 - $89.55 63,300 $ 89.55 9.6 499 $ 89.55 $94.45 - $94.45 77,425 $ 94.45 9.0 10,458 $ 94.45 $95.10 - $95.10 81,424 $ 95.10 8.5 30,886 $ 95.10 2,866,675 $ 40.54 6.0 2,099,200 $ 28.39 The weighted-average grant date fair value of the Company’s stock options granted during 2019 , 2018 and 2017 was $34.02 , $33.05 and $18.03 , respectively. The aggregate grant date fair value of the Company’s stock options granted during 2019 , 2018 and 2017 was $12.2 million , $12.1 million and $7.4 million , respectively. The intrinsic value of options exercised was $52.1 million , $71.7 million and $92.1 million during 2019 , 2018 and 2017 , respectively. Intrinsic value of an option is the difference between the fair value of the Company’s common stock at the time of exercise and the exercise price paid. Restricted Stock The terms and conditions of RSUs include vesting criteria and timing are set by the Board of Directors. The cost of RSUs is determined using the fair value of the Company’s common stock on the date of the grant. Compensation cost is recognized on a straight-line basis over the requisite service period of each grant adjusted for estimated forfeitures. A summary of the Company’s RSU activity is as follows: Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance as of December 31, 2016 587,333 $ 28.85 Granted 1,326,849 $ 42.69 Vested (368,367 ) $ 33.52 Cancelled (135,227 ) $ 32.04 Balance as of December 31, 2017 1,410,588 $ 40.34 Granted 548,245 $ 75.44 Vested (525,375 ) $ 39.87 Cancelled (206,575 ) $ 43.43 Balance as of December 31, 2018 1,226,883 $ 55.71 Granted 595,985 $ 81.59 Vested (438,892 ) $ 53.17 Cancelled (169,158 ) $ 65.51 Balance as of December 31, 2019 1,214,818 $ 67.99 Expected to vest as of December 31, 2019 902,794 $ 66.37 As of December 31, 2019 , the Company had $66.0 million of unrecognized compensation cost related to unvested awards that it expects to recognize over a weighted-average period of 2.6 years. Performance-Based Stock Options and Restricted Stock Units On November 2, 2019, the Board of Directors granted an award of time-based RSUs and performance-based NSOs to the Company’s Chairman and Chief Executive Officer, Philippe Courtot. The Compensation Committee of the Board, in consultation with its independent compensation consultant, designed these awards so that greater than 50% of this compensation was based on the achievement of performance goals linked to metrics designed to drive the creation of shareholder value. The first portion of the award consists of 48,683 time-based RSUs that will vest in quarterly installments beginning on December 1, 2019, assuming continued service through each applicable vesting date. The second portion of the award consists of 123,856 NSOs that will vest at the end of the performance period based on achievement of goals related to revenue growth and free cash flow per share growth during the three-year period from January 2020 through December 2022, generally conditioned on Mr. Courtot’s continued status as a service provider through the date that performance is certified. If Mr. Courtot’s employment (a) is terminated by reason of death or disability or (b) is terminated by the Company for reasons other than cause within 12 months following a change in control (a “double trigger” termination), then 100% of any unvested portions of the award will vest, with any vesting in connection with change in control terminations conditioned upon the effectiveness of a release of claims in favor of the Company (2019 performance-based NSOs). On December 21, 2018, the Board of Directors granted an award of time-based and performance-based restricted stock units to Mr. Courtot. The compensation committee of the Board, in consultation with its independent compensation consultant, designed these awards so that greater than 50% of this compensation was based on the achievement of performance goals linked to metrics designed to drive the creation of shareholder value. The first portion of the award consists of 56,250 time-based RSUs that will vest in 16 quarterly increments beginning on January 1, 2019, assuming continued service through each applicable vesting date. The second portion of the award consists of 33,089 performance-based RSUs that will vest based on achievement of goals related to revenue growth for a three -year period from January 2019 through December 2021 and adjusted EBITDA margin for the 2021 fiscal year, generally conditioned on Mr. Courtot’s continued status as a service provider through the date that performance is certified. The third portion of the award consists of 33,088 performance-based RSUs that will vest in three increments based on the achievement of goals related to revenue growth and adjusted EBITDA margin for each of the 2019, 2020 and 2021 fiscal years, generally conditioned on Mr. Courtot’s continued status as a service provider through the date that performance is certified for the relevant increment. If Mr. Courtot’s employment (a) is terminated by reason of death or disability or (b) is terminated by the Company for reasons other than cause or good reason within 12 months following a change in control (a “double trigger” termination), then 100% of any unvested portions of the award will vest, with any vesting in connection with change in control terminations conditioned upon the effectiveness of a release of claims in favor of the Company (2018 performance-based RSUs). The Company accounts for these awards as share-based compensation with multiple performance conditions and recognizes compensation costs when it is probable that the performance conditions are met. The Company assesses these conditions on a quarterly basis. During the year ended December 31, 2019, stock-based compensation costs of $0.3 million and $0.9 million were recognized for the 2019 performance-based NSOs and the 2018 performance-based RSUs, respectively. Share Repurchase Program On February 5, 2018, the Company's board of directors authorized a $100.0 million two-year share repurchase program, which was announced on February 12, 2018. On October 30, 2018, the Company announced that the board of directors had authorized an increase of $100.0 million to the original share repurchase program authorization. Shares may be repurchased from time to time on the open market in accordance with Rule 10b-18 of the Exchange Act of 1934. On October 24, 2019, the Company's board of directors authorized another increase of $100.0 million , which allows the Company to repurchase shares pursuant to a pre-set trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act until October 30, 2020. Repurchased shares are retired and reclassified as authorized and unissued shares of common stock. On retirement of the repurchased shares, common stock is reduced by an amount equal to the number of shares being retired multiplied by the par value. The excess amount that is retired over its par value is first allocated as a reduction to additional paid-in capital based on the initial public offering price of the stock, with the remaining excess to retained earnings. During the year ended December 31, 2019, the Company repurchased 1,026,455 shares of its common stock for approximately $86.4 million . All share repurchases were made using cash resources. As of December 31, 2019, approximately $128.5 million remained available for share repurchases pursuant to the Company's share repurchase program. NOTE 9. Employee Benefits Plan 401(k) Plan The Company’s 401(k) Plan was established in 2000 to provide retirement and incidental benefits for its employees. As allowed under section 401(k) of the Internal Revenue Code, the 401(k) Plan provides tax-deferred salary deductions for eligible employees. Contributions to the 401(k) Plan are limited to a maximum amount as set periodically by the Internal Revenue Service. During the fiscal years ended December 31, 2019, 2018 and 2017, the Company made contributions to the 401(k) Plan of $1.3 million , $1.2 million and $1.1 million , respectively. The Company contributes to a Provident Fund Plan for its employees in India, which is defined contribution plan set up in accordance with local labor and tax laws. Gratuity is also paid by the Company to eligible employees in India in accordance with Payment of Gratuity Act, 1972. During the fiscal years ended December 31, 2019, 2018 and 2017, the Company contributed $1.1 million , $0.7 million and $0.4 million , respectively, to those plans. |