Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock. The Company’s certificate of incorporation, as amended, authorizes the issuance of up to five million preferred shares. The Board of Directors is authorized to fix the number of shares of any series of preferred stock and to determine the designation of such shares. However, the amended certificate of incorporation specifies the initial series and the rights of that series. No shares of preferred stock were outstanding as of December 31, 2014 or 2013.

Restricted Stock. The Company grants time-based restricted stock awards and performance-based and time-based restricted stock units to certain officers, directors and management. Until the restrictions lapse, ownership of the affected shares of restricted stock awards or units granted to the Company’s officers is conditional upon continuous employment with the Company. During the restricted period, only holders of restricted stock awards have full voting rights with respect to their shares of restricted stock, even though the restricted stock award remains subject to transfer restrictions and generally is subject to forfeiture upon termination of employment or service. If an officer or director terminates service before the restrictions lapse, the restricted stock award is repurchased by the Company from the individual and any compensation expense previously recognized would be reversed, thereby reducing the amount of stock-based compensation expense during that period.

For the years ended December 31, 2014, 2013 and 2012, the Company granted approximately 0.1 million shares of restricted stock awards and units to officers and management, which either have a time-based four-year vesting provision or performance-based vesting provisions. A portion of the restricted stock granted in 2012 and 2011 was performance-based and vesting was tied to achievement of specific Company goals in 2014 and 2013, respectively. For purposes of measuring compensation expense, the amount of shares ultimately expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. The recognition of compensation expense associated with performance-based restricted stock requires judgment in assessing the probability of meeting the performance goals, as well as defined criteria for assessing achievement of the performance-related goals. The grant date of the performance-based restricted stock takes place when the grant is authorized and the specific achievement goals are communicated. The communication date of the performance goals can impact the valuation and associated expense of the restricted stock.

The performance-based restricted stock units granted in March 2011 included a three-year vesting cliff based on the achievement of a performance metric tied to earnings per share for the year ended December 31, 2013. During the fourth quarter ended December 31, 2013, the Compensation Committee of the Board of Directors amended the performance metric to include adjustments for certain items, some of which are non-recurring. This resulted in a modification of the original award and the Company recorded additional stock-based compensation expense of $1.9 million for the year ended December 31, 2013.

The performance-based restricted stock units granted in March 2012 included a three-year vesting cliff based on the achievement of a performance metric tied to earnings per share for the year ended December 31, 2014. During the fourth quarter ended December 31, 2014, the Compensation Committee of the Board of Directors amended the performance metric to include adjustments for certain items, some of which are non-recurring. This resulted in a modification of the original award and the Company recorded additional stock-based compensation expense of $0.3 million for the year ended December 31, 2014.

During the years ended December 31, 2014, 2013 and 2012, restricted stock units were granted to certain members of the Board of Directors in lieu of cash compensation as a part of the Company’s non-employee director’s deferred compensation program. The compensation expense associated with these grants of restricted stock units was $0.4 million, $0.4 million and $0.5 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Equity Incentive Plan. The Company grants options and other stock based awards to employees and non-employee directors under its Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”) and previously granted options under the Amended and Restated 2001 Equity Incentive Plan (the "2001 Plan"). The 2001 Plan was terminated at the time of adoption of the 2010 Plan, but the terminated Plan continues to govern outstanding options granted thereunder. The Company has stock options and other stock based awards outstanding, which were issued under each of these equity incentive plans to certain employees and directors. Stock options granted under these plans have terms ranging up to ten years, have exercise prices ranging from $4.16 to $27.91 per share, and generally vest over four years. As of December 31, 2014, approximately 2.2 million shares remained available for grant under the 2010 Plan. As of December 31, 2013, the Company had $0.5 million receivable for funds related to stock option exercises and the receivable is included as a deduction from additional paid-in capital within the issuance of common stock under equity compensation plans presented in the Consolidated Statements of Stockholders’ Equity. The Company had no receivables for funds related to stock option exercises as of December 31, 2014.

Employee Deferred Bonus Compensation Program. For the year ended December 31, 2014 and 2013, certain employees of the Company were eligible to participate in the Company’s deferred bonus compensation program with respect to any payments received under the Company’s cash incentive plan. Participating employees could elect to receive 50% or 100% of the cash value of their cash bonus in the form of fully vested, restricted stock units plus an additional premium as additional restricted stock units, issued under the 2010 Plan. The premium restricted stock units are subject to a one-year vesting requirement from the date of issuance.

The additional premium will be determined based on the length of time of the deferral period selected by the participating employee as follows: (i) if one year from the date of grant, a premium of 10% on the amount deferred, (ii) if two years from the date of grant, a premium of 20% on the amount deferred, or (iii) if four years from the date of grant, a premium of 30% on the amount deferred.

Employee Stock Purchase Plan. Under the Company’s 1983 Employee Stock Purchase Plan (the “ESPP”), full-time employees are allowed to purchase common stock through payroll deductions (which cannot exceed 10% of the employee’s compensation) at the lower of 85% of fair market value at the beginning or end of each six-month purchase period. As of December 31, 2014, 1,078,816 shares had been sold under the Plan, leaving 171,184 shares available for future issuance.

Share Repurchase Program. On April 23, 2013, the Company announced that the Board of Directors authorized us to repurchase up to an aggregate of $50.0 million in shares of our common stock under our stock repurchase program. Any shares of common stock repurchased under this program will no longer be deemed outstanding upon repurchase and will be returned to the pool of authorized shares. At December 31, 2014, $50.0 million remains available under this plan. The repurchase program will expire on April 22, 2015 unless extended by the Board of Directors. On December 20, 2013, the Company repurchased 37,709 shares of common stock based on the closing price of the Company’s stock on the date of the transaction from a Member of the Board of Directors, in exchange for payment for the aggregate exercise of 76,687 stock options. The stock option exercise is included in the issuance of common stock under equity compensation plans and the repurchase is included in repurchases of common stock presented in the Consolidated Statements of Stockholders’ Equity.

Shares Reserved for Future Issuance. At December 31, 2014, approximately 6.2 million shares of common stock were reserved under the Company’s equity incentive plans and 171,184 shares were reserved for purchases under the ESPP.