STOCK PLANS AND SHARE BASED COMPENSATION:

Stock Plans

As of December 31, 2013, the Company had two stock-based compensation plans (the “Plans”) which are described below.

2007 Equity Incentive Plan

The 2007 Equity Incentive Plan (the "2007 Plan") was adopted by the board of directors on September 10, 2007 and approved by the stockholders on November 7, 2007 as an amendment and restatement of the 1997 Stock Option Plan (the "1997 Plan"). The 2007 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards ("RSUs"), stock appreciation rights, performance stock unit awards ("PSU") and other stock awards to employees, directors and consultants. As of December 31, 2013, the maximum remaining number of shares that may be issued under the 2007 Plan was 7,176,041 shares, which includes options issued but not exercised and awards granted but unvested and shares remaining available for issuance under the 1997 Plan, including shares subject to outstanding options and stock awards under the 1997 Plan. Pursuant to the 2007 Plan, the exercise price for incentive stock options and nonstatutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of grant. Options generally vest over 48 months measured from the date of grant. Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee's cessation of employment or service.

Beginning January 27, 2009, grants pursuant to the Directors Equity Compensation Program (that was adopted by the board of directors on January 27, 2009) to nonemployee directors have been made primarily under the 2007 Plan. The Directors Equity Compensation Program, until June 2012, provided in certain circumstances (depending on the status of the particular director's holdings of Company stock options) for the automatic grant of nonstatutory stock options to nonemployee directors of the Company on the first trading day of July in each year over their period of service on the board of directors. Further, each future nonemployee director of the Company would be granted under the 2007 Plan: (a) on the first trading day of the month following commencement of service, an option to purchase the number of shares of common stock equal to: the fraction of a year between the date of the director's appointment to the board of directors and the next July 1, multiplied by 8,000, which option shall vest on the next July 1^st; and (b) on the first trading day of July following commencement of service, an option to purchase 24,000 shares vesting monthly over the three year period commencing on the grant date. In July 2012, this program was amended by eliminating the grants described above in their entirety, and providing for grants to outside directors as follows: effective annually, upon the first trading day of July, each outside director would receive a grant of an equity award with an aggregate value of $100,000. At each outside director's election, such award would consist entirely of RSUs or entirely of stock options. The quantity of options would be calculated by dividing $100,000 by the Black-Scholes value on the date of grant. The quantity of RSUs issued would be calculated by dividing $100,000 by the grant date fair value. Further, on the date of election of a new outside director, such new director would receive such grant as continuing outside directors receive on the first trading day of July; provided, however, that such grant is prorated for the portion of the year that such new outside director will serve until the next first trading day of July. The Directors Equity Compensation Program will remain in effect at the discretion of the board of directors or the compensation committee.

On July 28, 2009, the 2007 Plan was amended generally to prohibit outstanding options or stock appreciation rights from being canceled in exchange for cash without stockholder approval.

1997 Employee Stock Purchase Plan

Under the 1997 Employee Stock Purchase Plan (the “Purchase Plan”), eligible employees may apply accumulated payroll deductions, which may not exceed 15% of an employee's compensation, to the purchase of shares of the Company's common stock at periodic intervals. The purchase price of stock under the Purchase Plan is equal to 85% of the lower of (i) the fair market value of the Company's common stock on the first day of each offering period, or (ii) the fair market value of the Company's common stock on the purchase date (as defined in the Purchase Plan). Each offering period consists of one purchase period of approximately six months duration. An aggregate of 3,000,000 shares of common stock were reserved for issuance to employees under the Purchase Plan. As of December 31, 2013, of the shares reserved for issuance, 2,599,102 shares had been purchased and 400,898 shares were reserved for future issuance under the Purchase Plan.

Stock-Based Compensation

The Company applies the provisions of ASC 718-10. Under the provisions of ASC 718-10, the Company recognizes the fair value of stock-based compensation in financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period. The Company uses estimates of volatility, expected term, risk-free interest rate, dividend yield and forfeitures in determining the fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-line method to amortize all stock awards granted over the requisite service period of the award.

Determining Fair Value of Stock Options

The Company uses the Black-Scholes valuation model for valuing stock option grants using 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.

Estimated Forfeitures. The Company uses historical data to estimate pre-vesting forfeitures, and records share-based compensation expense only for those awards that are expected to vest.

The following table summarizes the stock-based compensation expense recognized in accordance with ASC 718-10 for the twelve months ended December 31, 2013, December 31, 2012, and December 31, 2011 (in thousands).



	Year Ended December 31,
	2013		2012		2011
Cost of revenues	$	1,074	$	1,058	$	666
Research and development	5,746		5,503		3,274
Sales and marketing	3,642		3,317		2,313
General and administrative	6,023		4,346		2,716
Total stock-based compensation expense	$	16,485	$	14,224	$	8,969

The following table summarizes total compensation expense related to unvested awards not yet recognized, net of expected forfeitures, and the weighted average period over which it is expected to be recognized as of December 31, 2013.



	December 31, 2013
	Unrecognized Compensation Expense for Unvested Awards		Weighted Average Remaining Recognition Period
	(In thousands)		(In years)
Options	$	2,000	1.53
Performance-based awards	—		0.00
Restricted stock units	19,100		2.47
Purchase plan	100		0.50
Total unrecognized compensation expense	$	21,200

Stock compensation expense in the twelve months ended December 31, 2013, was $16.5 million (comprising approximately $2.3 million related to stock options, $3.2 million related to performance-based awards, $9.8 million related to restricted stock units and $1.2 million related to the Company's Purchase Plan).

Stock compensation expense in the twelve months ended December 31, 2012, was approximately $14.2 million (comprising approximately $4.0 million related to stock options, $2.1 million related to performance-based awards, $7.0 million related to restricted stock units and $1.1 million related to the Company's Purchase Plan).

Stock compensation expense in the twelve months ended December 31, 2011, was approximately $9.0 million (comprising approximately $4.0 million related to stock options, $3.8 million related to restricted stock units and $1.2 million related to the Company's Purchase Plan).

The fair value of stock options granted is established on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used during the three years ended December 31, 2013, 2012 and 2011:



	*2013	2012	2011

Risk-free interest rates	—%	1.01% - 0.87%	1.46% - 2.20%
Expected volatility rates	—%	45%	44%
Expected dividend yield	—%	0.51% - 0.57%	0.54% - 0.59%
Expected term of stock options (in years)	0	6.4	6.0
Weighted-average grant date fair value of options granted	$0.00	$18.20	$15.66

________________________

*The Company did not grant stock options in the year ended December 31, 2013, and therefore no fair-value assumptions were reported for that period.

The fair value of employees’ stock purchase rights under the Purchase Plan was estimated using the Black-Scholes model with the following weighted-average assumptions used during the three years ended December 31, 2013, 2012 and 2011:



	2013	2012	2011
Risk-free interest rates	0.08% - 0.11%	0.09% - 0.14%	0.16% - 0.17%
Expected volatility rates	33% - 37%	34% - 48%	37%
Expected dividend yield	0.62% - 0.80%	0.54% - 0.57%	0.51% - 0.59%
Expected term of purchase right (years)	0.5	0.5	0.5
Weighted-average estimated fair value of purchase rights	$11.01	$9.40	$9.15

A summary of stock option activity under the Plans, excluding performance-based shares and restricted stock units, as of December 31, 2013, and changes during three years then ended, is presented below:



	Shares (in thousands)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2011	4,433		$	22.68
Granted	164		$	37.37
Exercised	(948	)	$	19.82
Forfeited or expired	(92	)	$	27.07
Outstanding at December 31, 2011	3,557		$	24.01
Granted	135		$	42.66
Exercised	(870	)	$	20.48
Forfeited or expired	(5	)	$	21.10
Outstanding at December 31, 2012	2,817		$	26.00
Granted	—		$	—
Exercised	(1,108	)	$	23.72
Forfeited or expired	(18	)	$	39.70
Outstanding at December 31, 2013	1,691		$	27.34	4.40	$	48,161
Exercisable at December 31, 2013	1,543		$	26.13	4.08	$	45,810
Vested and expected to vest at December 31, 2013	1,687		$	27.31	4.39	$	48,106

The total intrinsic value of options exercised during the twelve months ended December 31, 2013, 2012 and 2011, was $26.5 million, $14.5 million and $16.6 million, respectively.

The following table summarizes the stock options outstanding at December 31, 2013:



Options Outstanding				Options Vested and Exercisable
Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price	Number Vested	Weighted Average Exercise Price
$17.18 - $21.00	216,421	3.04	$18.80	216,421	$18.80
$21.14 - $23.35	320,745	5.04	$21.29	320,472	$21.29
$23.35 - $25.25	344,723	3.66	$25.04	344,723	$25.04
$25.25 - $26.86	314,185	2.28	$26.62	314,185	$26.62
$26.86 - $29.50	22,800	0.10	$27.38	22,800	$27.38
$29.50 - $30.78	8,700	7.13	$30.63	3,699	$30.43
$30.78 - $33.85	123,417	5.08	$32.16	117,917	$32.14
$33.85 - $36.95	84,750	7.13	$36.95	54,999	$36.95
$36.95 - $38.07	90,919	6.29	$38.06	82,168	$38.06
$38.07 - $42.88	164,460	8.03	$41.89	65,769	$41.85
$17.18 - $42.88	1,691,120	4.40	$27.34	1,543,153	$26.13

Performance-based Awards

Under the performance-based awards program, the Company grants awards in the first half of the performance year in an amount equal to twice the target number of shares to be issued if the target performance metrics are met. The number of shares that are released at the end of the performance year can range from zero to 200% of the targeted number depending on the Company's performance. The performance metrics of this program are annual targets consisting of net revenue, non-GAAP operating earnings and strategic goals. Each performance-based award share granted from the 2007 Plan will reduce the number of shares available for issuance under the 2007 Plan by 2.0 shares.

During the twelve months ended December 31, 2013, the Company issued approximately 102,000 performance-based awards to employees and executives. As the net revenue, non-GAAP operating earnings and strategic goals are considered performance conditions, expense associated with these awards, net of estimated forfeitures was recognized over the twelve month service period based on an assessment of the achievement of the performance targets. The fair value of these performance-based awards was determined using the fair value of the Company's common stock on the date of the grant, reduced by the discounted present value of dividends expected to be declared before the awards vest. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.

A portion of the 2013 performance-based awards issued to employees and executives vested in the first quarter of 2014. Accordingly the Company accrued stock-based compensation expense for those awards. In January 2013, it was determined that approximately 54,000 shares of the approximately 102,000 performance-based awards granted in 2012 vested in aggregate under the revenue, non-GAAP operating income and strategic goals performance conditions for such awards. Accordingly, 54,000 performance-based awards were released to the Company's employees and executives in the first quarter of 2013. The Company's net revenue and non-GAAP operating earnings performance targets were not met in 2011, and therefore the 2011 performance-based awards were canceled, and no related expense was recognized in the twelve months ended December 31, 2011.

A summary of performance-based awards outstanding as of December 31, 2013, and activity during the three years then ended, is presented below:



	Shares (in thousands)		Weighted- Average Grant Date Fair Value Per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2011	85		$	34.97
Granted	98		$	36.57
Vested	(85	)	$	34.97
Forfeited or canceled	(98	)	$	36.57
Outstanding at December 31, 2011	—		$	—
Granted	102		$	37.60
Vested	—		$	—
Forfeited or canceled	—		$	—
Outstanding at December 31, 2012	102		$	37.60
Granted	102		$	38.68
Vested	(54	)	$	37.60
Change in units due to performance achievement for PSUs not earned	(48	)	$	37.60
Forfeited or canceled	(2	)	$	41.79
Outstanding at December 31, 2013	100		$	38.48	0	$	5,560
Outstanding and expected to vest at December 31, 2013	83				0	$	4,615

The weighted-average grant-date fair value per share of performance-based awards granted in the years ended December 31, 2013, 2012 and 2011, was approximately $38.68, $37.60 and $36.57, respectively. The grant date fair value of awards released, which were fully vested, in the years ended December 31, 2013 and 2011, was approximately $2.0 million and $3.0 million, respectively. There were no performance-based awards released in year ended December 31, 2012.

Restricted Stock Units (RSUs)

The Company grants restricted stock units to employees under the 2007 Plan. RSUs granted to employees typically vest ratably over a four-year period, and are converted into shares of the Company's common stock upon vesting on a one-for-one basis subject to the employee's continued service to the Company over that period. The fair value of RSUs is determined using the fair value of the Company's common stock on the date of the grant, reduced by the discounted present value of dividends expected to be declared before the awards vest. Compensation expense is recognized on a straight-line basis over the requisite service period of each grant adjusted for estimated forfeitures. Each RSU award granted from the 2007 plan will reduce the number of shares available for issuance under the 2007 Plan by 2.0 shares.

A summary of RSUs outstanding as of December 31, 2013, and activity during the three years then ended, is as follows:



	Shares (in thousands)		Weighted- Average Grant Date Fair Value Per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2010	260		$	36.30
Granted	296		$	36.04
Vested	(64	)	$	36.26
Forfeited	(34	)	$	37.13
Outstanding at December 31, 2010	458		$	36.08
Granted	293		$	41.06
Vested	(152	)	$	36.48
Forfeited	(26	)	$	36.92
Outstanding at December 31, 2012	573		$	38.21
Granted	386		$	39.09
Vested	(195	)	$	37.92
Forfeited	(50	)	$	39.50
Outstanding at December 31, 2013	714		$	38.97	1.39	$	39,873
Outstanding and expected to vest at December 31, 2013	668				1.37	$	37,311

The weighted-average grant-date fair value per share of RSUs awarded in the years ended December 31, 2013, 2012 and 2011, was approximately $39.09, $41.06 and $36.04, respectively. The grant date fair value of awards vested in the years ended December 31, 2013, 2012 and 2011, was approximately $7.4 million, $5.5 million and $2.3 million, respectively.

Shares Reserved

As of December 31, 2013, the Company had approximately 3.9 million shares of common stock reserved for future issuance under stock option and stock purchase plans.