Equity Award Plans

In August 1999, the Company’s Board of Directors adopted and the stockholders approved, the 1999 Stock Option Plan (“1999 Plan”). In May 2009, the Board of Directors adopted and the stockholders approved, an amendment and restatement of the 1999 Plan, the 2008 Equity Incentive Plan (“2008 Plan”). In July 2010, the Company’s Board of Directors adopted the 2010 Equity Incentive Plan (“2010 Plan,” and together with the 1999 Plan and the 2008 Plan, the “Plans”). The 2010 Plan was most recently amended by the Board of Directors on December 22, 2010, and was approved by the Company’s stockholders on January 5, 2011. The 2010 Plan became effective upon the completion of the IPO. Awards granted from May 2009 but before the completion of the IPO continue to be governed by the 2008 Plan. All outstanding stock awards granted prior to May 2009 continue to be governed by the terms of the Company’s 1999 Plan.

The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance stock awards and other stock awards. In addition, the 2010 Plan provides for the grant of performance cash awards. The Company may issue incentive stock options (“ISOs”) only to its employees. Non-qualified stock options (“NQSOs”) and all other awards may be granted to employees, directors and consultants. ISOs and NQSOs are granted to employees with an exercise price equal to the market price of the Company’s common stock at the date of grant, as determined by the Company’s Board of Directors, or its designee. Stock options granted to employees generally have a contractual term of ten years and vest over five years of continuous service, with 25% of the stock options vesting on the one-year anniversary of the service inception date or grant date and the remaining 75% vesting in equal monthly installments over the 48-month period thereafter.

The number of shares of the Company’s common stock reserved for issuance under the 2010 Plan will automatically be increased annually on January 1^st of each year, starting on January 1, 2012 and continuing through January 1, 2014, by the lesser of (a) 4% of the total number of shares of common stock outstanding on the last day of the preceding calendar year, (b) 1,965,000 shares of common stock or (c) a number determined by the Company’s Board of Directors that is less than (a) or (b).

As of December 31, 2012, the Company had reserved approximately 6.9 million shares of common stock for issuance under the Plans.

Stock Options

A summary of stock option activity under the Plans for the years ended December 31, 2010, 2011 and 2012 is as follows (in thousands, except weighted average exercise price):



	Options Outstanding
	Number of Options		Weighted Average Exercise Price		Weighted Average Contractual Term (Years)	Aggregate Intrinsic Value
Balances, January 1, 2010	5,918		$	7.89	7.26	$	18,790
Granted	1,629		13.39
Forfeited, canceled or expired	(636	)	10.73
Exercised	(664	)	4.04
Balances, December 31, 2010	6,247		$	9.44	7.23	$	28,424
Options vested and expected to vest at December 31, 2010	5,957		$	9.27	7.12	$	28,141
Options exercisable at December 31, 2010	3,348		$	6.82	5.67	$	24,007
Granted	527		$	15.08
Forfeited, canceled or expired	(1,006	)	12.53
Exercised	(1,084	)	3.22
Balances, December 31, 2011	4,684		$	10.85	5.32	$	4,318
Options vested and expected to vest at December 31, 2011	4,524		$	10.73	5.19	4,318
Options exercisable at December 31, 2011	3,328		$	9.83	3.95	4,317
Granted	1,992		$	8.72
Forfeited, canceled or expired	(2,534	)	12.06
Exercised	(487	)	3.51
Balances, December 31, 2012	3,655		$	9.82	7.53	$	3,059
Options vested and expected to vest at December 31, 2012	3,184		$	9.95	7.26	$	2,862
Options exercisable at December 31, 2012	1,752		$	10.44	5.81	$	2,257

The intrinsic value of options exercised during the years ended December 31, 2012, 2011 and 2010 was $2.6 million, $9.2 million and $7.9 million, respectively. The weighted average grant date fair value of options granted for the years ended December 31, 2012, 2011 and 2010 was $4.07, $6.96 and $5.96, respectively.

The following table summarizes information about stock options outstanding as of December 31, 2012 (in thousands, except weighted average exercise price):



	Options Outstanding				Options Vested
Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$0.20-$5.50	356	2.61	$	2.88	355	$	2.88
$5.50-$10.17	2,195	8.76	$	8.71	511	$	9.36
$10.17-$12.11	144	5.03	$	11.73	122	$	11.90
$12.11-$13.26	336	5.06	$	13.25	336	$	13.25
$13.26-$13.99	411	7.52	$	13.53	290	$	13.46
$13.99-$22.97	213	8.34	$	19.10	138	$	19.43
	3,655	7.51	$	9.82	1,752	$	10.44

Restricted Stock Units

The value of RSUs granted is determined using the fair value of the Company’s common stock on the date of grant. RSUs typically vest in monthly installments over a period of three to four years, but are released only after all RSUs have been vested on a date of the employee’s choosing. Compensation expense is recorded ratably on a straight-line basis over the requisite service period. The following table summarizes all RSU activity for the years ended December 31, 2010, 2011 and 2012 (in thousands except weighted average grant date fair value):



	Number of RSUs Outstanding		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balances at January 1, 2010	49		2.49	$	506
Awarded	149
Forfeited or canceled	(30	)
Balances at December 31, 2010	168		2.67	$	2,346
RSUs vested and expected to vest at December 31, 2010	119		2.65	$	1,663
Awarded	20
Released	(17	)
Forfeited or canceled	(34	)
Balances at December 31, 2011	136		1.74	$	1,072
RSUs vested and expected to vest at December 31, 2011	122		1.70	798
Awarded	441
Released	(45	)
Forfeited or cancelled	(110	)
Balances, December 31, 2012	422		2.29	$	3,716
RSUs vested and expected to vest at December 31, 2012	288		1.99	$	2,544

The fair value of option and RSU grants that vested during the years ended December 31, 2012, 2011 and 2010 was $2.3 million, $6.5 million and $5.8 million, respectively.