XML 63 R23.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Equity Compensation Plans
As of December 31, 2021, our equity compensation plans include:
•2000 Equity Incentive Plan: Under the 2000 Equity Incentive Plan, nonstatutory stock options, RSAs, RSUs and stock appreciation rights may be granted to employees, outside directors and consultants at not less than 85% of the fair value on the date of grant, and incentive stock options may be granted to employees at not less than 100% of the fair value on the date of grant. Equity awards granted under the 2000 Equity Incentive Plan generally vest over 4 years. On June 18, 2020, the 2000 Equity Incentive Plan was terminated and replaced by the 2020 Equity Incentive Plan (the "2020 Equity Incentive Plan").
•2000 Director Option Plan: Under the 2000 Director Option Plan, each non-employee board member who was not previously an employee would receive an automatic initial nonstatutory stock option grant as well as an annual non-statutory stock option grant on the date of our regular Annual Meeting of Stockholders. On December 18, 2008, our Board of Directors passed resolutions eliminating all automatic stock option grant mechanisms under the 2000 Director Option Plan and replaced them with an automatic RSU grant mechanism under the 2000 Equity Incentive Plan. On June 18, 2020, the 2000 Director Option Plan was terminated and all shares remaining available under this Plan were retired.
•2001 Supplemental Stock Plan: Under the 2001 Supplemental Stock Plan, non-statutory stock options and RSAs/RSUs may be granted to consultants and employees who are not executive officers or board members, at not less than 85% of the fair value on the date of grant. Current stock options granted under the 2001 Supplemental Stock Plan generally vest over four years. On June 18, 2020, the 2001 Supplemental Stock Plan was terminated and all shares remaining available under this Plan were retired.
•2004 Employee Stock Purchase Plan (the "2004 Purchase Plan"): The 2004 Purchase Plan permits eligible employees to purchase common stock on favorable terms via payroll deductions of up to 15% of the employee's cash compensation, subject to certain share and statutory dollar limits. Two overlapping offering periods commence during each calendar year, on each February 15 and August 15 or such other periods or dates as determined by the Compensation Committee from time to time, and the offering periods last up to 24 months with a purchase date every 6 months. The price of each share purchased is 85% of the lower of a) the fair value per share of common stock on the last trading day before the commencement of the applicable offering period or b) the fair value per share of common stock on the purchase date.
•2020 Equity Incentive Plan: On April 23, 2020, our Board of Directors approved the 2020 Equity Plan, which provides for the grant of stock options, including incentive stock options and non-qualified stock options, stock appreciation rights, RSAs, RSUs, other stock-based incentive awards, dividend equivalents, and cash-based incentive awards. The 2020 Equity Plan's awards may be granted to employees, non-employee members of the Board and consultants. Equity awards granted under the 2020 Equity Incentive Plan generally vest over four years. The maximum numbers of shares of our common stock available for issuance under the 2020 Equity Plan is equal to the sum of 4.0 million shares and the shares transferred from the 2000 Equity Incentive Plan.
The Equity compensation plans are administered by the Compensation Committee of the Board of Directors (the "Compensation Committee"), and the Compensation Committee may terminate or amend these plans, with approval of the stockholders as may be required by applicable law, at any time. As of December 31, 2021, shares reserved and available for issuance under the equity compensation plans are as follows:
Shares reservedShares available for grant
2004 Purchase Plan5,392,206 2,640,649 
2020 Equity Incentive Plan4,660,322 3,969,920 
Restricted Stock Units
Since 2008, we primarily grant RSUs to our employees, including executives and non-employee directors, in lieu of stock options. We generally grant RSUs that have a service condition only or have both a service and performance condition. Each RSU is not considered issued and outstanding and does not have voting rights until it is converted into one share of our common stock upon vesting. RSUs activity is summarized as follows:
Number of Shares OutstandingWeighted Average Grant Date Fair Value per ShareWeighted Average Remaining Contractual Life (Years)
Aggregate Intrinsic Value (1) (Dollars in Thousands)
RSUs outstanding, December 31, 20181,226,787 $361.22 
RSUs granted779,478 448.16 
RSUs released, vested(549,259)362.66 
Special distribution shares released(1,781)295.31 
RSUs canceled(142,477)364.42 
Special distribution shares canceled(23)297.04 
RSUs outstanding, December 31, 20191,312,725 411.99 
RSUs granted695,383 596.80 
RSUs released, vested(606,250)426.03 
Special distribution shares released(722)264.57 
RSUs canceled(63,502)457.91 
RSUs outstanding, December 31, 20201,337,634 499.60 
RSUs granted776,628 679.59 
RSUs released, vested(633,466)505.40 
Special distribution shares released(34)297.03 
RSUs canceled(123,168)561.34 
RSUs outstanding, December 31, 20211,357,594 $594.27 1.23$1,148,307 
(1)The intrinsic value is calculated based on the market value of the stock as of December 31, 2021.
The total fair value of RSUs vested and released during the years ended December 31, 2021, 2020 and 2019 was $472.9 million, $417.0 million and $269.1 million, respectively.
Employee Stock Purchase Plan
We provide the following disclosures for the 2004 Purchase Plan as of December 31 (dollars, except shares):
202120202019
Weighted-average purchase price per share$467.59 $371.71 $354.72 
Weighted average grant-date fair value per share of shares purchased$138.80 $114.08 $104.84 
Number of shares purchased166,023 167,113 146,640 
We use the Black-Scholes option-pricing model to determine the fair value of shares under the 2004 Purchase Plan with the following assumptions during the years ended December 31:
202120202019
Range of dividend yield
1.58 - 1.77%
1.94 - 2.08%
2.07 - 2.09%
Range of risk-free interest rate
0.01 - 0.21%
0.10 - 1.55%
1.55 - 2.58%
Range of expected volatility
25.54 - 41.24%
19.28 - 51.93%
19.27 - 25.55%
Weighted-average expected volatility34.08 %32.94 %22.95 %
Weighted average expected life (in years)1.181.361.24
Stock-Based Compensation
The following table presents, by operating expense, our stock-based compensation expense recognized in our consolidated statement of operations for the years ended December 31 (in thousands):
202120202019
Cost of revenues$38,438 $32,893 $25,355 
Sales and marketing79,144 72,895 56,719 
General and administrative246,192 205,232 154,465 
Total$363,774 $311,020 $236,539 
Our stock-based compensation recognized in the consolidated statement of operations was comprised of the following types of equity awards for the years ended December 31 (in thousands):
202120202019
RSUs$330,077 $289,426 $217,541 
RSAs(1)
10,067 8,289 — 
Employee stock purchase plan23,630 13,305 18,998 
Total$363,774 $311,020 $236,539 
(1) During the year ended December 31, 2020, we awarded 48,799 shares of RSAs. See Note 1 for further discussion.
During the years ended December 31, 2021, 2020 and 2019, we capitalized $27.7 million, $20.3 million and $9.1 million, respectively, of stock-based compensation expense as construction in progress in property, plant and equipment.
As of December 31, 2021, the total stock-based compensation cost related to unvested equity awards not yet recognized, net of estimated forfeitures, totaled $629.4 million which is expected to be recognized over a weighted-average period of 2.10 years.