Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 8. Stockholders' Equity

Stock Option Plans

We adopted the 2000 Omnibus Equity Incentive Plan (the “2000 Plan”). A total of 4,000,000 shares of common stock were initially reserved for issuance to eligible participants under the 2000 Plan. On January 1 of each year, the number of shares reserved may be increased by the lesser of 2,000,000 shares, 5% of outstanding shares, or an amount determined by the Board of Directors. On January 1, 2010, there were no shares reserved under the 2000 Plan.  In February 2010, this Plan was cancelled and left zero shares available for grant.

On July 27, 2009, we announced a tender offer (the “Exchange Offer”) in which we extended to our employees the opportunity to exchange outstanding options to purchase shares of our common stock granted under our 2000 Plan, as amended that were outstanding as of July 27, 2009 and that had exercise prices per share greater than $2.32, the last reported sale price per share of our common stock on The Nasdaq Global Select Market on August 21, 2009 (“Eligible Options”).  We made this offer on the terms and subject to the conditions set forth in the Exchange Offer documentation filed with the SEC, including a new three-year vesting schedule for the new options granted in the exchange.  Eligible Options were exchanged for an equivalent number of new nonqualified stock options (“New Options”) that we granted under the 2000 Plan, as amended.  In exchange for tendered options, we granted options to purchase approximately 4.1 million shares of common stock to Eligible Option holders on August 21, 2009, with an exercise price for the New Options equal to $2.32.  We conducted a valuation of exchanged options immediately before and immediately after the exchange in order to calculate the incremental stock compensation expense related to the exchange.  The total incremental expense of approximately $1.2 million is recognized ratably over the three-year vesting term of the exchanged options.

We also adopted the 2010 Equity and Performance Incentive Plan (the “2010 Plan”), effective as of February 8, 2010.  Under the 2010 Plan, the number of shares of Common Stock that may be issued will not exceed in the aggregate 5,000,000 shares of Common Stock plus the number of shares of Common Stock relating to the prior awards under the 2000 Plan that expire, are forfeited or are cancelled after the adoption of the Plan, subject to adjustment as provided in the 2010 Plan.  No grants will be made under the 2010 Plan after the tenth anniversary of its effective date.  As of December 31, 2011, options to purchase approximately 10.8 million shares were outstanding and an aggregate of approximately 2.4 million shares remain available for grant.

The following tables represent stock option activity for the years ended December 31, 2011, 2010, and 2009:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (in ‘000's)
Outstanding options at December 31, 2008		13,633,580		$	4.41		4.54	$	243
Granted		8,301,338		$	2.36
Exercised		(244,770	)	$	1.47
Forfeited		(11,011,091	)	$	4.60
Outstanding options at December 31, 2009		10,679,057		$	2.70		5.08	$	2,559
Granted		1,471,900		$	3.53
Exercised		(1,681,591	)	$	2.70
Forfeited		(883,002	)	$	2.67
Outstanding options at December 31, 2010		9,586,364		$	2.83		4.48	$	35,074
Granted		3,293,550		$	3.69
Exercised		(190,480	)	$	2.36
Forfeited		(1,899,844	)	$	3.40
Outstanding options at December 31, 2011		10,789,590		$	2.99		4.25	$	8
Options vested and expected to vest		10,604,618		$	2.99		4.21	$	7
Exercisable at December 31, 2011		5,572,479		$	2.97		3.16	$	3

Non-vested Shares	Number of Shares			Weighted- Average Grant- Date Fair Value
Non-vested at December 31, 2010		5,875,558		$	0.99
Granted		3,293,550		$	1.63
Vested		(2,052,153	)	$	0.81
Forfeited		(1,899,844	)	$	1.56
Non-vested at December 31, 2011		5,217,111		$	1.26

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had they all exercised their options on December 31, 2011, 2010, and 2009. This amount will change based on the fair market value of our stock. The total aggregate intrinsic value of options exercised under our stock option plans was $608,000, $5.0 million and $561,000 for the years ended December 31, 2011, 2010 and 2009, respectively. The total fair value of options vested during 2011, 2010 and 2009 was $1.1 million, $3.0 million and $3.8 million, respectively.

At December 31, 2011, there was $6.1 million of unrecognized compensation cost related to existing options outstanding which is expected to be recognized over a weighted average period of 1.8 years.

Employee Stock Purchase Plan

In the second quarter of 2009 we sold our Enterprise business to Consona.  A sale of this nature qualified as the sale of “substantially all the assets of the business,” and according to the terms of the ESPP plan document such a sale terminated the ESPP.  As a result of the termination of the ESPP, we reversed all ESPP expenses related to the purchase period as of the time of the termination and refunded all amounts to the employees.  In the second quarter of 2011, to advance the interest of the Company and its stockholders by providing an incentive to attract, retain and reward eligible employees and by motivating such persons to contribute to the growth and profitability of the Company, the Company's Board of Directors and stockholders approved a new ESPP and reserved 1,000,000 shares of our common stock for issuance under the ESPP.

In the first quarter of 2009, prior to the sale of the Enterprise business, a total of 74,041 shares were issued under ESPP.  For the year ended December 31, 2011, a total of 35,851shares were issued under the ESPP.

Stock Repurchase Program

On April 27, 2005, our Board of Directors authorized the repurchase of up to 2,000,000 outstanding shares of our common stock. As of December 31, 2011 the maximum number of shares remaining that can be repurchased under this program was 1,807,402.