Shareholders' Equity and Share-Based Compensation

9 Months Ended

Mar. 28, 2015

Shareholders' Equity and Share-Based Compensation [Abstract]

SHAREHOLDERS' EQUITY AND SHARE-BASED COMPENSATION

9. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

PREFERRED STOCK

The Company’s shareholders have authorized the Board of Directors to issue 5,000,000 shares of preferred stock from time to time in one or more series and to fix the rights, privileges and restrictions of each series. As of March 28, 2015, the Company has issued no shares of preferred stock.

STOCK OPTION PLANS

At March 28, 2015 the Company had three stock incentive plans and an employee stock purchase plan, consisting of the 2001 Stock Option Plan, 2004 Stock Incentive Plan, 2014 Stock Award and Incentive Compensation Plan and the 2010 Employee Stock Purchase Plan.

Under the three stock incentive plans, the Company has reserved an aggregate of 6.5 million shares of common stock as of March 28, 2015 for issuance to employees, officers, directors, independent contractors and consultants of the Company in the form of incentive or nonqualified stock options, or grants of restricted stock.

The Company may grant stock options at the fair value on the grant date for incentive stock options and nonqualified stock options. Options vest over periods of generally 48 months as determined by the Board of Directors. Options granted under the Plans expire 10 years from the grant date.

The Company estimates the fair value of each employee stock option on the date of grant using the Black-Scholes option valuation model and expenses that value as compensation using a straight-line method over the option’s vesting period, which corresponds to the requisite employee service period. The Company estimates expected stock price volatility based on actual historical volatility for periods that the Company believes represent predictors of future volatility. The Company uses historical data to estimate option exercises, expected option holding periods and option forfeitures. The Company bases the risk-free interest rate for periods within the contractual life of the option on the U.S. Treasury yield corresponding to the expected life of the underlying option.

The Company’s did not grant any stock options under its stock incentive plans during the three months ended March 28, 2015.

The value of the Company’s stock options granted under its stock incentive plans during the three months ended March 29, 2014 was estimated at the date of grant using the following weighted average assumptions:

	Three
	Months Ended
	March 29,
	2014
Expected Life	5.9 years
Risk-free interest rate	1.87%
Volatility	54%
Dividend Yield	-

The weighted average fair value of options granted during the three months ended March 29, 2014 was $4.62.

The following table summarizes the Company’s stock option activity for the nine months ended March 28, 2015:

					Weighted
					Average
			Weighted		Remaining
			Average		Contractual	Aggregate
	Shares		Exercise		Term	Intrinsic Value
	(in thousands)		Price		(years)	(in thousands)
Options outstanding at June 28, 2014	2,085		$	10.25	4.54	$	1,077
Granted	84			10.12
Exercised	(801	)		9.02
Cancelled or expired	(69	)		11.25
Options outstanding at March 28, 2015	1,299		$	10.95	4.84	$	5,737
Options vested and expected to vest at March 28, 2015	1,282		$	10.99	4.78	$	5,617
Options exercisable at March 28, 2015	1,031		$	11.59	3.86	$	3,947

At March 28, 2015, 3.4 million shares were available for future grants under the incentive plans. The aggregate intrinsic value of options exercised during the nine months ended March 28, 2015 was $2.6 million.

At March 28, 2015, expected future compensation expense relating to options outstanding is $907,000, which will be amortized to expense over a weighted average period of 2.4 years.

Additional information regarding options outstanding and exercisable as of March 28, 2015 is as follows:

				Options Outstanding				Exercisable Options
					Weighted
				Number	Average	Weighted			Weighted
				Outstanding as	Remaining	Average		Number	Average
Range of Exercise				of March 28,	Contractual	Exercise		Exercisable as of	Exercise
Prices				2015	Term (years)	Price		March 28, 2015	Price
$	5.48	$	8.02	260,229	7.36	$	7.58	107,895	$	7.56
	8.03		9.07	271,412	4.85		8.55	227,689		8.51
	9.08		10.67	261,461	5.33		9.83	211,115		9.98
	10.68		15.72	321,176	3.81		13.54	299,601		13.59
	15.73		18.10	185,001	2.36		16.33	185,001		16.33
$	5.48	$	18.10	1,299,279	4.84	$	10.95	1,031,301	$	11.59

Restricted Stock Units

Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are converted into shares of the Company’s common stock upon vesting on a one-for-one basis. Typically, vesting of RSUs and PSUs is subject to the employee’s continuing service to the Company. RSUs generally vest over a period of 4 years and are expensed ratably on a straight-line basis over their respective vesting period net of estimated forfeitures. PSUs are granted to executives of the Company and will vest in approximately 12 months subject to the achievement of each participant’s performance goals established at the beginning of the fiscal year. The fair value of RSUs and PSUs granted pursuant to the Company’s 2004 Stock Incentive Plan is the product of the number of shares granted and the grant date fair value of the common stock. A summary of activity of RSUs and PSUs for the nine months ended March 28, 2015 is presented below:

			Weighted		Weighted
			Average		Average
			Award		Remaining
			Date Fair		Contractual	Aggregate
	Shares		Value		Term	Intrinsic Value
	(in thousands)				(years)	(in thousands)
RSUs outstanding at June 28, 2014	649		$	8.23	1.58	$	5,901
Awarded	418			11.06
Released	(187	)		8.31
Forfeited	(63	)		9.29
RSUs and PSUs outstanding at March 28, 2015	817		$	9.58	1.48	$	12,399
RSUs and PSUs expected to vest after March 28, 2015	727		$	9.53	1.39	$	11,031

Of the 418,000 shares awarded during the nine months ended March 28, 2015, 305,000 shares were RSUs and 113,000 shares were PSUs. Of the 63,000 shares forfeited during the nine months ended March 28, 2015, 51,000 shares were RSUs and 13,000 shares were PSUs. At March 28, 2015, expected future compensation expense relating to RSUs and PSUs is $5.2 million, which will be amortized to expense over a weighted average remaining recognition period of 2.4 years.

2010 EMPLOYEE STOCK PURCHASE PLAN

The Company’s 2010 Employee Stock Purchase Plan (the “Stock Purchase Plan”) allows eligible employees of the Company to purchase shares of Common Stock through payroll deductions. The Company reserved 2.0 million shares of the Company’s Common Stock for issuance under this Plan, of which 1.5 million remain available at March 28, 2015. The Stock Purchase Plan permits eligible employees to purchase Common Stock at a discount through payroll deductions during six-month purchase periods. The six-month periods come to an end on or about May 1 and November 1 and the purchases are then made. Thus there were no purchases under the Stock Purchase Plan for the three months ended March 28, 2015 and March 29, 2014. Participants in the Stock Purchase Plan may purchase stock at 85% of the lower of the stock’s fair market value on the first day and last day of the offering period. The maximum number of shares of Common Stock that any employee may purchase during any offering period under the plan is 1,500 shares, and an employee may not accrue more than $15,000 for share purchases in any offering period.During the first nine months of fiscal years 2015 and 2014, the Company issued 61,217 and 69,399 shares of common stock under the Stock Purchase Plan at weighted average prices of $6.80 and $5.51, respectively. The weighted average fair value of the awards for the first nine months of fiscal 2015 and 2014 were $2.60 and $1.65 per share, respectively.

The Company estimates the fair value of stock purchase rights granted under the Company’s Stock Purchase Plan on the date of grant using the Black-Scholes option valuation model. ASC Topic 718 states that a “lookback” pricing provision with a share limit should be considered a combination of stock and a call option. The valuation results for these elements have been combined to value the specific features of the stock purchase rights. The Company bases volatility on the expected volatility of the Company’s stock during the offering period. The expected term is determined by the time from enrollment until purchase, and the Company uses the U.S. Treasury yield for the risk-free interest rate for the offering period.

The following table summarizes activity in the Company’s employee stock purchase plan during the nine months ended March 28, 2015:

			Weighted
			Average
			Purchase
	Shares		Price
Beginning Available	1,581,556
Purchases	(61,217	)	$6.80
Ending Available	1,520,339

At March 28, 2015, the Company had $21,000 in unamortized share-based compensation related to its employee stock purchase plan which will be amortized and recognized in the consolidated statement of operations over the next month.

SHARE-BASED COMPENSATION

The following table shows total share-based compensation expense classified by Consolidated Statements of Operations reporting caption for the three and nine months ended March 28, 2015 and March 29, 2014 generated from the plans described above:

	Three Months Ended						Nine Months Ended
	March 28,			March 29,			March 28,			March 29,
(In thousands)	2015			2014			2015			2014
Cost of revenues	$	41		$	40		$	130		$	126
Research and development		365			257			882			867
Selling, general and administrative		804			420			1,857			1,204
Pre-tax share-based compensation expense		1,210			717			2,869			2,197
Income tax impact		(406	)		(235	)		(950	)		(719	)
Net share-based compensation expense	$	804		$	482		$	1,919		$	1,478

Share-based compensation by type of award is as follows:

	Three Months Ended				Nine Months Ended
	March 28,		March 29,		March 28,		March 29,
(In thousands)	2015		2014		2015		2014
Stock options	$	138	$	177	$	371	$	594
Restricted stock units		511		490		1,393		1,449
Performance stock units		505		-		936		-
Stock purchase plan		56		50		170		154
Total share-based compensation expense	$	1,210	$	717	$	2,869	$	2,197

The amount of share-based compensation expense capitalized in inventory at March 28, 2015 and June 28, 2014 is immaterial.