Stockholders' Equity

3 Months Ended

Apr. 01, 2012

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Stock Options

The Company’s stock option activity under all stock option plans during the three months ended April 1, 2012 is as follows:

	Options (in thousands)		Weighted Average Exercise Price per Share
Outstanding as of January 1, 2012	10,378		$	29.69
Granted	136		36.30
Exercised	(997	)	18.07
Cancelled	(114	)	40.57
Outstanding as of April 1, 2012	9,403		$	30.88

At April 1, 2012, outstanding options to purchase approximately 6,622,000 shares were exercisable with a weighted average exercise price per share of $25.26. Options granted during the three months ended April 1, 2012 had a weighted average grant-date fair value per share of $13.46.

Employee Stock Purchase Plan

The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. During the three months ended April 1, 2012, approximately 156,000 shares were issued under the ESPP with a weighted average subscription date fair value per share of $18.26. As of April 1, 2012, there were approximately 15,578,000 shares available for issuance under the ESPP.

Restricted Stock Units

A summary of the Company’s restricted stock unit activity and related information for the three months ended April 1, 2012 is as follows:

	Restricted Stock  Units(1)		Weighted Average Grant-Date Fair Value per Share
	(in thousands)
Outstanding at January 1, 2012	3,476		$	41.87
Awarded	541		50.19
Vested	(237	)	38.93
Cancelled	(159	)	45.95
Outstanding as of April 1, 2012	3,621		$	37.64

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(1) The fair value of each restricted stock unit represents the fair market value of one share of the Company’s common stock.

Performance Stock Units

During the three months ended April 1, 2012, the Company's Compensation Committee of the Company's Board of Directors approved changes to the Company's long-term equity incentive program for executive officers and approved the issuance of certain performance stock units at the end of a three-year performance period. The number of shares issuable will range from 50% and 150% of approximately 528,000 shares approved in the award, based on the Company's performance relative to specified earnings per share targets at the end of the three-year performance period. The performance stock units were awarded with a weighted average grant-date fair value of $50.47, which represents the fair market value of one share of the Company’s common stock on the grant date.

Warrants

As of April 1, 2012, warrants exercisable, on a cashless basis, for up to approximately 18,322,000 shares of common stock were outstanding with an exercise price of $31.435. These warrants were sold to counterparties to the Company's convertible note hedge transactions in connection with the offering of the 2014 Notes, with the proceeds of such warrants used by the Company to partially offset the cost of such hedging transactions. All outstanding warrants expire in equal installments during the 40 consecutive scheduled trading days beginning on May 16, 2014.

Share Repurchase Plan

On April 18, 2012, the Company's Board of Directors authorized a $250 million stock repurchase program, which will be effected via a combination of Rule 10b5-1 and discretionary share repurchase programs.

Stockholder Rights Plan

On January 25, 2012, the Company's Board of Directors declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of the Company's common stock. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), at a price of $275.00 per one thousandth of a Preferred Share, subject to adjustment. The Rights will not be exercisable until such time, if ever, that the Board of Directors determines to eliminate its deferral of the date on which separate Rights certificates are issued and the Rights trade separately from the Company's common stock (the "Distribution Date"). If a person or group acquires 15% or more of the Company's outstanding common stock, each Right will entitle its holder to purchase, at the exercise price of the Right, a number of shares of common stock having a market value of two times the exercise price of the Right. If the Company is acquired in a merger or other business combination transaction after a person acquires 15% or more of the Company’s common stock, each Right will entitle its holder to purchase, at the Right’s then-current exercise price, a number of common shares of the acquiring company that at the time of such transaction have a market value of two times the exercise price of the Right. The Board of Directors will be entitled to redeem the Rights at a price of $0.001 per Right at any time before the Distribution Date. The Board of Directors will also be entitled to exchange the Rights at an exchange ratio per Right of one share of common stock after any person acquires beneficial ownership of 15% or more of the Company's outstanding common stock, and prior to the acquisition of 50% or more of the Company's outstanding common stock. The Rights will expire on January 26, 2017.