Note 12 - Stock-based Compensation

6 Months Ended

Sep. 27, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 12. STOCK-BASED COMPENSATION

Employee Stock Participation Plan (“ESPP”)

Our ESPP permits employees to purchase common stock through payroll deductions at a purchase price that is equal to 95% of our common stock price on the last trading day of each three-calendar-month offering period. Our ESPP is non-compensatory.

The following table summarizes our ESPP transactions during the fiscal periods presented (in thousands, except per share amounts):

	As of September 27, 2015		Six Months Ended September 27, 2015
	Shares of Common Stock		Shares of Common Stock		Weighted Average Price per Share
Authorized to issue		4,500
Reserved for future issuance		1,334
Issued				12	$	9.45

Equity Incentive Plans

At the annual meeting of stockholders on September 18, 2014 (the “Annual Meeting”), our stockholders approved the Exar Corporation 2014 Equity Incentive Plan (“2014 Plan”). The 2014 Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in common stock or units of common stock, as well as cash bonus awards.

Prior to the Annual Meeting, we maintained the Exar Corporation 2006 Equity Incentive Plan (the “2006 Plan”) and the Sipex Corporation 2006 Equity Incentive Plan (the “Sipex 2006 Plan”). As of June 30, 2014, a total of 6,555,492 shares of our common stock were then subject to outstanding awards granted under the 2006 Plan and the Sipex 2006 Plan, and an additional 669,008 shares of our common stock were then available for new award grants under the 2006 Plan. As part of the stockholder approval of the 2014 Plan at the Annual Meeting, we agreed that no new awards will be granted under the 2006 Plan and the Sipex 2006 Plan, although awards made under these plans will remain subject to the terms of each such plan.

The maximum number of shares of our common stock that may be issued or transferred pursuant to awards under the 2014 Plan equals the sum of: (1) 5,170,000 shares, plus (2) the number of any shares subject to stock options granted under the 2006 Plan and the Sipex 2006 Plan and outstanding as of the date of the Annual Meeting which expire, or for any reason are cancelled or terminated, after the date of the Annual Meeting without being exercised, plus (3) the number of any shares subject to restricted stock and restricted stock unit awards granted under the 2006 Plan and the Sipex 2006 Plan that are outstanding and unvested as of the date of the Annual Meeting which are forfeited, terminated, cancelled, or otherwise reacquired after the date of the Annual Meeting without having become vested. Awards other than a stock option or stock appreciation right granted under the 2014 Plan are counted against authorized shares available for future issuance on a basis of two shares for each award issued. As of September 27, 2015, there were 4.1 million shares available for future grant under the 2014 Plan.

Stock Option Activities

Our stock option transactions during the six months ended September 27, 2015 are summarized below:

	Outstanding			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)		In-the-money Options Vested and Exercisable (in thousands)
Balance at March 29, 2015		7,609,622		$	8.77		4.86	$	14,377		2,850
Granted		885,500			6.36
Exercised		(201,767	)		6.75
Cancelled		(135,253	)		8.05
Forfeited		(386,020	)		9.72
Balance at September 27, 2015		7,772,082		$	8.51		4.64	$	306		442
Vested and expected to vest, September 27, 2015		7,227,691		$	8.50		4.54	$	282
Vested and exercisable, September 27, 2015		3,872,013		$	8.04		3.64	$	193

The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $6.07 and $10.30 as of September 27, 2015 and March 29, 2015, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date.

In January 2012, we granted 480,000 performance-based stock options to our then CEO. The options were scheduled to vest in four equal annual installments at the end of fiscal years 2013 through 2016 if certain predetermined market based financial measures are met. If the financial measures are not met, each installment would be rolled over to the subsequent fiscal year. In January 2014, we granted 140,000 performance-based stock options to our then CEO. The options were scheduled to vest at the end of fiscal year 2017 if certain predetermined financial measures are met. We recorded $58,000 and $117,000 of compensation expense for these options in the three and six months ended September 27, 2015, respectively. We recorded $75,000 and $187,000 of compensation expense for these options in the three and six months ended September 28, 2014, respectively. See Note 19 - “Subsequent Event” for additional detail.

Options exercised for the periods indicated below were as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 27, 2015		September 28, 2014		September 27, 2015		September 28, 2014
Intrinsic value of options exercised	$	172	$	426	$	598	$	856

RSU Activities

Our RSU transactions during the six months ended September 27, 2015 are summarized as follows:

	Shares			Weighted Average Grant- Date Fair Value		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Unvested at March 29, 2015		1,072,925		$	10.26		1.50	$	11,051
Granted		230,595			9.93
Issued and released		(352,009	)		9.84
Cancelled		(59,691	)		10.63
Unvested at September 27, 2015		891,820		$	10.32		1.27	$	5,413
Vested and expected to vest, September 27, 2015		739,170					1.18	$	4,487

The aggregate intrinsic value of RSUs represents the closing price per share of our stock at the end of the periods presented, multiplied by the number of unvested RSUs or the number of vested and expected to vest RSUs, as applicable, at the end of each period.

For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs less estimated forfeitures was recognized on a straight-line basis, over the vesting period.

In March 2012, we granted 300,000 performance-based RSUs (“PRSUs”) to our then CEO. The PRSUs were scheduled to vest in three equal installments at the end of fiscal year 2013 through 2015 with three year vesting periods if certain predetermined financial measures are met. If the financial measures were not met, each installment would be forfeited at the end of its respective fiscal year. We recorded $64,000 and $128,000 of compensation expense for these awards in the three and six months ended September 27, 2015, respectively. We recorded $0.1 million and $0.9 million of compensation expense for these awards in the three and six months ended September 28, 2014, respectively. See Note 19 - “Subsequent Event” for additional detail.

In July 2013, as part of the acquisition of Cadeka, in order to encourage retention of certain former Cadeka employees, we agreed to recommend to our Board of Directors in July 2015 a bonus, which, if approved by the Board of Directors, would be settled in RSUs subject to fulfillment of the service period. We recorded $0.2 million of compensation expense for these awards in the three and six months ended September 27, 2015. We recorded $0.6 million and $1.0 million of compensation expense for these awards in the three and six months ended September 28, 2014, respectively. The expense is reported in the other current liabilities line on the condensed consolidated balance sheet as the total amount of bonus is to be settled in variable number of RSUs at the completion of the requisite service period. Such non-cash compensation expense is recorded as part of stock compensation expense in the condensed consolidated statements of operations. In July 2015, the Board of Directors ultimately determined not to approve the granting of these RSUs.

In October 2013, we granted 70,000 PRSUs to certain executives. The first 50% of the PRSUs are scheduled to start vesting in three equal installments at the end of fiscal year 2015 with a three-year vesting period if certain performance measures are met. The second 50% of the PRSUs are scheduled to start vesting in three equal installments at the end of fiscal year 2016 with a three-year vesting period if certain performance measures are met. We recorded $39,000 and $78,000 of compensation expense for these awards in the three and six months ended September 27, 2015, respectively. We recorded $0.1 million and $0.3 million of compensation expense for these awards in the three and six months ended September 28, 2014, respectively.

In December 2013, we granted 100,000 RSUs to our CEO. The RSUs were scheduled to vest in two equal installments at the end of fiscal years 2016 and 2017. In October 2014, the second installment of 50,000 RSUs was modified to 50,000 PRSUs. These modified PRSUs were scheduled to vest at the end of fiscal year 2017 if certain predetermined financial measures are met. For the three and six months ended September 27, 2015 we recorded $47,000 and $94,000 of compensation expense related to these modified PRSUs, respectively. For fiscal year 2015 we recorded $10,000 of compensation expense related to these modified PRSUs. See Note 19 - “Subsequent Event” for additional detail.

In August 2014, we announced the Fiscal Year 2015 Management Incentive Program (“2015 Incentive Program”). Under this program, each participant’s award is denominated in shares of our common stock and is subject to attainment of Exar’s performance goals as established by the Compensation Committee of the Board of Directors for fiscal year 2015. We recorded a stock compensation expense of $2.0 million in fiscal year 2015 related to these awards. During the first quarter of fiscal year 2016, we settled 20% of these awards with cash and recorded $50,000 additional compensation cost due to the fair value change between grant day and settlement day.

In August and December 2014, we granted 88,448 PRSUs to certain former iML employees. The PRSUs are scheduled to start vesting in three equal annual installments upon achievement of certain performance measures. In the three and six months ended September 27, 2015, we recorded $47,000 and $86,000 of stock compensation expense related to these PRSUs, respectively. In the three and six months ended September 28, 2014, we did not record stock compensation expense related to these PRSUs.

In May 2015, we announced the Fiscal Year 2016 Management Incentive Program (“2016 Incentive Program”). Under this program, each participant’s award is denominated in shares of our common stock and is subject to attainment of Exar’s performance goals as established by the Compensation Committee of the Board of Directors for fiscal year 2016. In the three and six months ended September 27, 2015, we did not record stock compensation expense related to 2016 Incentive Program.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and RSUs during the fiscal periods presented (in thousands):

	Three Months Ended				Six Months Ended
	September 27, 2015		September 28, 2014		September 27, 2015		September 28, 2014
Cost of sales	$	85	$	227	$	172	$	487
Research and development		205		870		654		1,682
Selling, general and administrative		1,162		2,503		2,563		4,558
Total Stock-based compensation expense	$	1,452	$	3,600	$	3,389	$	6,727

The amount of stock-based compensation cost capitalized in inventory was immaterial for all periods presented.

Unrecognized Stock-Based Compensation Expense

The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs for the period indicated below:

	September 27, 2015
	Amount (in thousands)		Weighted Average Expected Remaining Period (in years)
Options	$	7,413		2.18
Performance Options		263		1.31
RSUs		3,070		1.77
PRSUs		1,034		1.52
Total Unrecognized Stock-based compensation expense	$	11,780

Valuation Assumptions

We estimate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based compensation represent our estimates, but these estimates involve inherent uncertainties and the application of management’s judgment which includes the expected term of the stock-based awards, stock price volatility and forfeiture rates. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

Our Black-Scholes valuation model for valuing stock option grants uses the following assumptions and estimates:

Expected Volatility. The Company calculates expected volatility based on the historical price volatility of the Company's stock.

Expected Term. The Company utilizes a model which uses historical exercise, cancellation and outstanding option data to calculate the expected term of stock option grants.

Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes valuation model on the implied yield available on a U.S. Treasury note with a term approximately equal to the expected term of the underlying grants.

Dividend Yield. The dividend yield was calculated by dividing the annual dividend by the average closing price of the Company's common stock on a quarterly basis.