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Note 10 - Share Option and Equity Incentive Plan
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
1
0
. Share option and
equity incentive plans
 
The Company has issued share options since
2003,
restricted shares since
2014
and RSUs since
2015
to incentivize employees and directors providing services to the Company. The Company currently maintains
two
equity compensation plans, the Amended and Restated
2008
Stock Incentive Plan and the
2013
Share Incentive Plan (the Plans). With the adoption of the
2013
Share Incentive Plan, the Company is no longer authorized to grant awards under the Amended and Restated
2008
Stock Incentive Plan.
 
In
November
2013,
in connection with the Company’s IPO, the Company adopted the
2013
Share Incentive Plan (the
2013
Plan) which provides for the grant of share options, restricted shares, RSUs and other share-based awards to employees, officers, directors and consultants of the Company. The
2013
Plan authorizes the Company to grant up to
2,684,563
ordinary shares with such amount automatically increasing annually on each
January
1
st
 through
January
1,
2023
by
4%
of the number of shares outstanding on the close of business of the immediately preceding
December
31
st
, provided that the Board of Directors
may
limit the increase to a smaller amount or to no increase in any given year.
At
December
31,
2016,
there were
2,004,074
shares available for future issuance under the
2013
Plan.
 
Under both the
2008
Plan and the
2013
Plan, share options, and only under the
2013
Plan, restricted shares and RSUs, have been granted to employees, officers and directors who provide services to the Company. Options generally vest based on the grantee’s continued service with the Company during a specified period following grant or, in rare instances, based on the achievement of performance or other conditions as determined by the Board of Directors, and expire after
ten
years. Option awards to employees generally vest monthly over a
four
year period. For options granted prior to
2015,
the vesting percentage was generally
0%
until the
second
anniversary of the vesting start date of the employee’s
first
option award under the
2008
Plan and either the
second
anniversary of the employee’s date of hire or the
first
day of the month following the
second
anniversary of the employee’s date of hire under the
2013
Plan. Effective with
2015,
the Company began granting options that vest in equal parts over
four
years starting on the vesting start date. Generally, restricted shares and RSUs vest based on the grantees’ continued service with the Company during a specified period following grant as follows:
40%
on the
second
anniversary of the grant date;
30%
on the
third
anniversary of the grant date; and
30%
on the
fourth
anniversary of the grant date.
 
The fair value of the options was estimated at the grant date using the Black-Scholes option pricing model, taking into account the terms and conditions upon which options are granted. The fair value of the options is amortized on a straight-line basis over the requisite service period of the awards. The weighted-average grant date fair value per share relating to share options granted under the Plans during the years ended
December
31,
2016,
2015
and
2014
was
$4.53,
$6.33
and
$9.32,
respectively. Share-based compensation expense for restricted shares and RSUs is calculated based on the grant date market price of the shares and is also amortized on a straight-line basis over the requisite service period of the awards.
 
The fair value of each option granted under the Plans has been calculated on the date of grant using the following assumptions: 
 
 
 
201
6
 
 
201
5
 
 
201
4
 
Expected dividend yield (%)
   
     
     
 
Expected volatility (%)
   
43.70
     
44.11
     
46.87
 
Risk-free interest rate (%)
   
1.53
     
1.66
     
1.86
 
Expected life of option (years)
   
6.16
     
6.19
     
6.19
 
Weighted-average share price ($)
   
10.29
     
14.15
     
19.66
 
Weighted-average exercise price ($)
   
10.29
     
14.15
     
19.66
 
Model used
   
Black-Scholes Model
     
Black-Scholes Model
     
Black-Scholes Model
 
 
Expected dividend yield:
The Company has
no
t paid and does not anticipate paying any dividends in the foreseeable future.
 
Expected volatility:
As the Company operated as a private company until
November
2013,
there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average share price volatility over a historical period equal in length to the expected term, based on an analysis of reported data for a peer group of comparable companies which were selected based upon industry similarities. The Company intends to continue to use comparable companies in its volatility factor calculation until a sufficient amount of historical information regarding the volatility of its own share price becomes available.
 
Risk-free interest rate:
The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant.
 
Expected
life of options
(in years):
Expected life of options represents the period that the Company’s share option grants are expected to be outstanding. As the Company operated as a private company until
November
2013,
there is not sufficient historical share data to calculate the expected term of the options. Therefore, the Company elected to utilize the “simplified” method to value share option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option.
 
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. The Company estimates forfeitures based on historical termination behavior. For the years ended
December
 
31,
2016,
2015
and
2014,
a forfeiture rate of
5%
was applied.
 
The following table illustrates the number of ordinary shares and weighted-average exercise prices, or WAEP, of, and movements in, share options during the year:
 
 
 
Number of ordinary
shares
 
 
WAEP
 
Outstanding as of January 1, 2016
   
2,425,426
    $
9.03
 
Granted
   
749,964
     
10.29
 
Exercised
   
(85,943
)    
0.82
 
Forfeited
   
(239,667
)    
14.27
 
Outstanding as of December 31, 2016
   
2,849,780
     
9.15
 
Vested or expected to vest as of December 31, 2016
   
2,790,851
    $
9.08
 
Exercisable as of December 31, 2016
   
1,671,179
    $
6.81
 
 
The following table illustrates the number of restricted shares and RSUs, and weighted-average fair value, or WAFV, of, and movements in, restricted shares and RSUs during the year:
 
 
 
Number of ordinary
shares
 
 
WAFV
 
Unvested balance as of January 1, 2016
   
366,739
    $
19.72
 
Granted
   
108,361
     
10.21
 
Cancelled
   
(57,530
)    
16.17
 
Vested
   
(88,105
)    
22.99
 
Unvested balance as of December 31, 2016
   
329,465
     
16.34
 
 
As of
December
 
31,
2016,
there was
$5.0
million and
$3.3
million of total unrecognized compensation cost related to unvested share options and unvested restricted shares and RSUs, respectively, granted under the Plans. The cost for unvested share options and unvested restricted shares and RSUs is expected to be recognized over weighted-average periods of
2.4
years and
1.9
years, respectively.
 
The aggregate intrinsic value of all share options outstanding under the Plans as of
December
31,
2016
and
2015
was
$19.2
million and
$12.6
million, respectively. The aggregate intrinsic value of share options that were fully vested under the Plans as of
December
31,
2016
was
$15.6
million.
 
During the years ended
December
 
31,
2016,
2015
and
2014,
current and former employees of the Company exercised a total of
85,943,
41,222
and
65,054
share options, respectively, resulting in total proceeds of
$76,000
during
2016,
$20,000
during
2015
and
$14,000
during
2014.
The intrinsic value of share options exercised during the years ended
December
31,
2016,
2015
and
2014
was
$1.0
million,
$0.5
million and
$0.9
million, respectively. In accordance with Company policy, the shares were issued from a pool of shares reserved for issuance under the Plans described above.
 
 
A summary of the activity of the Company’s unvested share options is as follows:
 
 
 
Number
of
shares
 
 
Weighted-
average
grant
date fair value
 
Balance as of December 31, 2015
   
1,124,443
    $
6.53
 
Granted
   
749,964
     
4.53
 
Vested
   
(479,295
)    
5.92
 
Forfeited
   
(216,510
)    
6.08
 
Balance as of December 31, 2016
   
1,178,602
     
5.61
 
 
The total fair value of shares vested for the years ended
December
31,
2016,
2015
and
2014
was
$2.9
million,
$1.9
million and
$1.0
million, respectively.
 
The impact on the Company’s results of operations from share-based compensation for the years ended
December
 
31,
2016
,
2015
and
2014
, was as follows:
 
(in thousands)
 
2016
 
 
2015
 
 
201
4
 
Cost of revenue
  $
57
    $
529
    $
330
 
Research and development
   
548
     
86
     
87
 
Sales and marketing
   
1,725
     
1,045
     
949
 
General and administrative
   
2,689
     
1,825
     
1,155
 
Total share-based compensation
  $
5,019
    $
3,485
    $
2,521
 
 
For the year ended
December
31,
2016,
the Company incurred shared-based compensation expense related to share options, and restricted shares and RSUs of approximately
$3.2
million and
$1.8
million, respectively. For the year ended
December
31,
2015,
the Company incurred shared-based compensation expense related to share options, and restricted shares and RSUs of approximately
$2.4
million and
$1.1
million, respectively. For the year ended
December
31,
2014,
the Company incurred shared-based compensation expense related to share options and restricted shares of approximately
$1.6
million and
$0.9
million, respectively.