Stockholders' Equity

12 Months Ended

Mar. 31, 2015

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Stock Repurchase Program

In August 2004, the Board of Directors authorized a stock repurchase program for the repurchase of up to $200.0 million of the Company's common stock. Under the program, the Company is authorized to make purchases in the open market or enter into structured agreements. In October 2008, the Board of Directors increased the stock repurchase program by $100.0 million. There were no stock repurchases during the fiscal years ended March 31, 2015 and 2014. During the fiscal year ended March 31, 2013, 0.1 million shares were repurchased on the open market at a weighted average price of $5.18 per share. Since the program was first implemented in August 2004, from time to time the Company has repurchased on the open market a total of 17.3 million shares at weighted average price of $10.04 per share. All repurchased shares were retired upon delivery to the Company. As of March 31, 2015, the Company had $15.9 million available in its stock repurchase program.

Stock Options

The Company has granted stock options to employees and non-employee directors under several plans. These option plans include two stockholder-approved plans (the 1992 Stock Option Plan and 2011 Equity Incentive Plan) and one plan not approved by stockholders (the 2000 Equity Incentive Plan). Certain other outstanding options were assumed through the Company’s various acquisitions.

A summary of the Company's stock option activity and related information is as follows:

	Number of Shares (thousands)		Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (millions)
Outstanding as of March 31, 2012	4,164		$	10.67
Granted	40		$	5.58
Exercised	(161	)	$	5.31		$	0.3	(1)
Cancelled	(551	)	$	14.49
Outstanding as of March 31, 2013	3,492		$	10.26
Granted	40		$	7.35
Exercised	(662	)	$	9.36		$	1.8	(1)
Cancelled	(461	)	$	12.35
Outstanding as of March 31, 2014	2,409		$	10.06
Granted	—		—
Exercised	(53	)	$	6.32		$	0.2	(1)
Cancelled	(562	)	$	13.31
Outstanding as of March 31, 2015	1,794		$	9.15	1.9	$	—	(2)
Vested and expected to vest as of March 31, 2015	1,794		$	9.15	1.8	$	—	(2)
Vested and exercisable at the end of the year	1,794		$	9.15	1.9	$	—	(2)

(1) The aggregate pre-tax intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the shares.

(2) The aggregate pre-tax intrinsic value is calculated as the difference between the market value as of the end of the fiscal period and the exercise price of the shares. The closing price of the Company’s common stock was $5.10 on March 31, 2015.

Restricted Stock Units

The Company has granted RSUs to employees and non-employee directors pursuant to its 1992 Plan and 2011 Equity Incentive Plan. RSUs are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock. Generally, RSUs vest ratably on a quarterly basis over four years from the date of grant. For new employees hired, RSUs will vest on a quarterly basis over four years provided that no shares will vest during the first year of employment, at the end of which the shares that would have vested during that year will vest and the remaining shares will vest over the remaining 12 quarters.

In November 2013, Dr. Gopi was awarded 500,000 RSUs of which 200,000 RSUs were vested on the grant date and the remaining 300,000 RSUs will vest upon the attainment of certain specified X-Gene® and X-Weave® product commercialization goals. The grant-date fair value of these 300,000 performance-based RSUs was $3.3 million. As of March 31, 2015, both product commercialization goals have been attained and the associated stock-based compensation expense of $2.8 million has been recognized in the Company's Consolidated Financial Statements.

In May and November 2013 and May and October 2014, the Compensation Committee (the "Committee") authorized market-performance-based RSUs ("MSUs"). The MSUs will be earned, if at all, based on the Company's Total Shareholder Return (“TSR”) compared to that of the SPDR S&P Semiconductor Index ("Index”) over a two-year performance period for half of the MSU award and a three-year performance period for the remaining half of the MSU award. The MSUs will vest between ranges of 0% and 150% based on the Company's relative TSR compared to the Index. Total grant-date fair value of these MSUs was $4.5 million.

In May 2014, the Committee authorized an annual incentive compensation plan with respect to fiscal year 2015 (the "FY2015 Short-Term Incentive Plan"). The FY2015 Short-Term Incentive Plan will pay out based on our actual performance as measured against two equally weighted financial measures: revenue and non-GAAP earnings per share. Non-GAAP earnings per share is derived by dividing non-GAAP net income (loss) by the weighted average number of common shares outstanding during the applicable periods. Non-GAAP net income (loss) is derived by excluding from net income (loss) the following items required by GAAP: stock-based compensation charges, amortization of purchased intangible assets, Veloce acquisition consideration, restructuring charges, impairment of marketable securities and cost method investments, income taxes effect due to reconciling items, and other one-time and/or non-cash items. The award payouts for each corporate financial measure range from 50% to 150% of the pre-established target level based on the Company's actual performance for fiscal 2015. The performance goal was not attained and no stock-based compensation expense was recognized in the Company's Consolidated Financial Statements for fiscal 2015.

A summary of the Company's RSU activity is as follows (in thousands):

	Fiscal Years Ended March 31,
	2015		2014		2013
Outstanding at the beginning of the year	6,105		6,444		9,244
Awarded	3,783		3,594		1,040
Vested	(1,639	)	(2,397	)	(2,345	)
Cancelled	(3,921	)	(1,536	)	(1,495	)
Outstanding at the end of the year	4,328		6,105		6,444

The weighted average remaining contractual term for the RSUs outstanding as of March 31, 2015 was 1.2 years.

As of March 31, 2015, the aggregate pre-tax intrinsic value of RSUs outstanding including performance-based awards which are subject to certain milestone attainments was $22.1 million. The aggregate pretax intrinsic value was calculated based on the closing price of the Company’s common stock of $5.10 on March 31, 2015.

The aggregate pre-tax intrinsic value of RSUs released during the fiscal year ended March 31, 2015 was $11.6 million. This intrinsic value represents the fair market value of the Company’s common stock on the date of release.

Employee Stock Purchase Plan

Under the Company's 2012 Employee Stock Purchase Plan, or ESPP, the Company originally reserved 1.8 million shares for issuance. In August 2014, the Company’s stockholders approved a proposal to reserve an additional 2.0 million shares under the ESPP. Under the terms of the ESPP, eligible employees are entitled to purchase common stock, on a semi-annual basis, at a purchase price 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 fiscal years ended March 31, 2015 and 2014, 0.7 million shares each were issued under the ESPP. At March 31, 2015, 1.8 million shares were available for future issuance under the ESPP.

Common Shares Reserved for Future Issuance

At March 31, 2015, the Company had the following shares of common stock reserved for issuance upon the exercise of equity instruments (in thousands):

Options granted and outstanding	1,794
Restricted Stock Units granted and outstanding	4,328
Options and RSUs authorized for future grants	2,330
Employee Stock Purchase Plan	1,839
	10,291