Stock Option Plans, Share-Based Compensation and 401(k) Plan

Description of Share-Based Plans

Equity Incentive Plan. On May 19, 2009, at our 2009 Annual Meeting of Stockholders (the "2009 Annual Meeting") our stockholders approved the Omnicell, Inc. 2009 Equity Incentive Plan (the "2009 Plan") which authorized 2,100,000 shares to be issued. The 2009 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards to our employees, directors and consultants.

The 2009 Plan succeeded the 1999 Equity Incentive Plan, as amended, the 2003 Equity Incentive Plan, as amended, and the 2004 Equity Incentive Plan (collectively, the "Prior Plans"). No additional awards will be granted under any of the Prior Plans; however, all outstanding stock awards granted under the Prior Plans continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards. For purposes of determining future common shares available for grant, for each share granted as a full-value award, including restricted stock and restricted stock units ("RSUs") performance stock awards, the shares available for grant were reduced by 1.4 shares. Equity awards granted as stock options and stock appreciation rights reduce the shares available for grant by one share.

On December 16, 2010, at a Special Meeting of Stockholders, our stockholders approved an amendment to increase the number of shares of common stock authorized for issuance under the 2009 Plan by 2,600,000 shares and to provide that the number of common stock shares available for issuance under the 2009 Plan be reduced by 1.8 shares for each share granted as a full-value award granted on and after October 1, 2010. For each share granted as a full-value award granted prior to October 1, 2010, future shares available for grants under the 2009 Plan were reduced by 1.4 shares. Awards granted as stock options and stock appreciation rights continue to reduce the number of shares available for issuance under the 2009 Plan on a one-for-one basis. On May 21, 2013, at our Annual Meeting of Stockholders, our stockholders approved an amendment to increase the number of shares of common stock authorized for issuance under the 2009 Plan by 2,500,000 shares.

Options granted under the 2009 Plan generally become exercisable over periods of up to 4 years, generally with one-fourth of the shares vesting one year from the vesting commencement date with respect to initial grants, and the remaining shares vesting in 36 equal monthly installments thereafter; however our Board of Directors may impose different vesting terms at its discretion on any award. Options under the 2009 Plan generally expire 10 years from the date of grant. We also grant both restricted stock and restricted stock units to participants under the 2009 Plan. The Board of Directors determines the award amount, the vesting provisions and the expiration period (not to exceed ten years) for each grant. Grants of restricted stock to non-employee directors are granted on the date of our annual meeting of stockholders and vest in full on the date of our next annual meeting of stockholders, provided such non-employee director remains a director on such date. The fair value of the stock on the date of issuance is amortized to expense from the date of grant to the date of vesting. RSUs granted to employees generally vest over a period of four years and are expensed ratably on a straight-line basis over the vesting period. We consider the dilutive impact of options, restricted stock and restricted stock units in our diluted net income per share calculation.

The Board of Directors shall administer the 2009 Plan unless and until the Board of Directors delegates administration to a committee. Our Board of Directors has delegated administration of the 2009 Plan to the Compensation Committee of the Board and the 2009 Plan is generally administered by such committee. The Board of Directors may suspend or terminate the 2009 Plan at any time. The Board of Directors may also amend the 2009 Plan at any time or from time to time. However, no amendment will be effective unless approved by our stockholders after its adoption by the Board of Directors to the extent stockholder approval is necessary to satisfy the applicable listing requirements of NASDAQ.

If we sell, lease or dispose of all or substantially all of our assets, or we are acquired pursuant to a merger or consolidation, then the surviving entity may assume or substitute all outstanding awards under the 2009 Plan. If the surviving entity does not assume or substitute these awards, then generally the stock awards will immediately and fully vest.

At December 31, 2013, 3,060,505 shares of common stock were reserved for future issuance under the 2009 Plan. At December 31, 2013, $7.1 million of total unrecognized compensation cost related to non-vested stock options was expected to be recognized over a weighted average period of 2.7 years.

1997 Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (the "ESPP"), under which employees can purchase shares of our common stock based on a percentage of their compensation, but not greater than 15% of their earnings, up to a maximum of $25,000 of fair value per year. The purchase price per share must be equal to the lower of 85% of the fair value of the common stock at the beginning of a 24-month offering period or the end of each six-month purchasing period.

At our 2009 Annual Meeting, the stockholders approved an amendment to the ESPP, which added 2,622,426 shares to the reserve for future issuance. As of December 31, 2013, there was a total of 1,097,998 shares reserved for future issuance under the ESPP. During the year ended December 31, 2013, 450,713 shares of common stock were purchased under the ESPP. As of December 31, 2013, 4,233,557 shares had been issued under the ESPP.

As of December 31, 2013, our unrecognized compensation cost related to the shares to be purchased under our ESPP was approximately $1.2 million and is expected to be recognized over a weighted average period of 0.6 years.

Share-Based Compensation—Measurement and Disclosure

We account for share-based awards granted to employees and directors, including employee stock option awards, restricted stock, PSUs and RSUs issued pursuant to the 2009 Plan and employee stock purchases made under our ESPP using the estimate grant date fair value method of accounting in accordance with ASC 718, Stock Compensation. We value options and ESPP shares using the Black-Scholes-Merton option-pricing model. Restricted stock and time-based RSUs are valued at the grant date fair value of the underlying common shares. The PSUs are valued using the Monte Carlo simulation model.

The impact on our results for share-based compensation was as follows (in thousands):



	Years Ended December 31,
	2013		2012		2011
Cost of product and service revenues	$	1,241	$	1,011	$	1,398
Research and development	1,359		889		1,269
Selling, general and administrative	8,551		7,314		6,832
Total share-based compensation expense	$	11,151	$	9,214	$	9,499

We did not capitalize any share-based compensation into inventory during 2013, 2012 and 2011 as it was not material. Income tax (charges) benefits realized from share-based compensation and resulting increases (decreases) to additional paid in capital during 2013, 2012 and 2011 were $2.4 million, $2.6 million and $2.9 million, respectively.

Valuation Assumptions

The fair value of each option grant is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The fair value of shares issued under the employee stock purchase plans is estimated on the date of issuance using the Black-Scholes-Merton model. The weighted average assumptions used for options granted and ESPP in 2013, 2012 and 2011 were as follows:



	Years Ended December 31,
Stock Option Plans	2013		2012		2011
Risk-free interest rate(1)	1.2	%	0.9	%	1.6	%
Dividend yield	—	%	—	%	—	%
Volatility(2)	43.1	%	45.8	%	48.5	%
Expected life(3)	5.3 yrs		5.2 yrs		5.2 yrs



	Years Ended December 31,
Employee Stock Purchase Plan	2013		2012		2011
Risk-free interest rate(1)	0.2	%	0.2	%	0.5	%
Dividend yield	—	%	—	%	—	%
Volatility(2)	35.1	%	38.5	%	40.2	%
Expected life(3)	0.5 - 2 yrs		0.5 - 2 yrs		0.5 - 2 yrs

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(1)	The risk-free interest rate for both stock options and the ESPP is based on the zero-coupon U.S. Treasury rate curve in effect at the time of the option grant or at the beginning of the ESPP offering period.

(2)

Expected volatility for both stock options and the ESPP reflects a combination of historical and market-based implied volatility consistent with ASC 718 and SEC Staff Accounting Bulletin 107. We determined that the combination of historical and market-based implied volatility provides a more accurate reflection of our market conditions and is more representative of future stock price trends than employing solely historical volatility.


(3)	Represents the period of time that options granted are expected to be outstanding, which is derived from historical data on employee exercise and post-vesting employment termination behavior.

Share-Based Payment Award Activity

A summary of option activity under the 2009 Plan for the years ended December 31, 2013, 2012 and 2011 is presented below:



Options:	Number of Shares		Weighted Average Exercise Price
	(in thousands)
Outstanding at December 31, 2010	4,740		$	12.86
Granted	494		$	14.57
Exercised	(413	)	$	8.30
Expired	(86	)	$	13.59
Forfeited	(42	)	$	20.76
Outstanding at December 31, 2011	4,693		$	13.36
Granted	645		$	14.85
Exercised	(669	)	$	8.65
Expired	(84	)	$	14.02
Forfeited	(115	)	$	21.44
Outstanding at December 31, 2012	4,470		$	14.06
Granted	502		$	20.25
Exercised	(1,686	)	$	12.53
Expired	(56	)	$	15.66
Forfeited	(87	)	$	14.68
Outstanding at December 31, 2013	3,143		$	15.82
Vested and expected to vest at December 31, 2013	3,114		$	15.79
Exercisable at December 31, 2013	2,078		$	15.11

Outstanding options at December 31, 2013 had a weighted-average remaining contractual life of 5.6 years and an aggregate intrinsic value of $30.8 million. Vested and expected to vest options had a weighted-average remaining contractual life of 5.6 years and an aggregate intrinsic value of $30.6 million. Exercisable options at December 31, 2013 had a weighted-average remaining contractual life of 4.1 years and an aggregate intrinsic value of $22.0 million.

The ranges of outstanding and exercisable options for equity share-based payment awards as of December 31, 2013 were as follows:



Range of Exercise Prices	Number Outstanding	Weighted Average Exercise Price of Outstanding Options		Number Exercisable	Weighted Average Exercise Price of Exercisable Options
	(in thousands)			(in thousands)
$6.40 - $10.41	332	$	8.71	332	$	8.71
$10.58 - $10.75	384	$	10.65	384	$	10.65
$11.27 - $13.53	347	$	12.84	291	$	12.77
$13.67 - $14.10	358	$	13.86	143	$	13.94
$14.16 - $15.04	364	$	14.58	167	$	14.67
$15.06 - $17.29	382	$	16.79	106	$	16.51
$17.49 - $20.95	434	$	19.84	369	$	20.12
$21.07 - $23.19	330	$	22.52	104	$	21.50
$23.41 - $26.99	136	$	24.61	106	$	24.76
$29.16 - $29.16	76	$	29.16	76	$	29.16
$6.40 - $29.16	3,143	$	15.82	2,078	$	15.11

As of December 31, 2013, we expect $7.1 million of total unrecognized compensation costs related to unvested options to be recognized over a weighted average period of 2.7 years. The weighted average fair value of options granted was $8.09, $6.13 and $6.47 during 2013, 2012 and 2011, respectively. The intrinsic value of options exercised during 2013, 2012 and 2011 was $14.0 million, $2.8 million and $2.9 million, respectively.

Restricted Stock and Restricted Stock Units

A summary of activity of restricted stock and restricted stock units ("RSUs") granted under the 2009 Plan as of December 31, 2013 is presented below:



	Shares of Restricted Stock			Weighted-Average Grant Date Fair Value Per Share		Restricted Stock Units		Weighted-Average Grant Date Fair Value
	(in thousands)					(in thousands)
Nonvested at December 31, 2010	77			$	12.91	308		$	12.98
Granted	68			$	14.71	145		$	14.39
Vested	(77		)	$	12.91	(152	)	$	14.26
Forfeited	—			—		(14	)	$	12.82
Nonvested at December 31, 2011	68			$	14.71	287		$	13.03
Granted	67			$	14.19	274		$	14.58
Vested	(78		)	$	14.64	(153	)	$	12.90
Forfeited	—			—		(19	)	$	14.55
Nonvested at December 31, 2012	58			$	14.19	389		$	14.09
Granted	$	55		$	18.20	190		19.87
Vested	$	(61	)	$	14.23	(195	)	14.31
Forfeited	—			—		(22	)	14.08
Nonvested at December 31, 2013	$	52		$	18.43	362		17.15

The fair value of restricted stock is the product of the number of shares granted and the closing market price of our common stock on the grant date. The total fair value of restricted stock grants vested in 2013, 2012 and 2011was $1.1 million, $1.1 million and $1.1 million, respectively. Our unrecognized compensation cost related to nonvested restricted stock is approximately 0.4 million and is expected to be recognized over a weighted average period of 2.0 years .

The fair value of RSUs is the product of the number of shares granted and the closing market price of our common stock on the grant date. The total fair value of RSUs vested in 2013, 2012 and 2011 was $4.4 million, $2.3 million and $2.4 million, respectively. Expected future compensation expense relating to RSUs outstanding on December 31, 2013 is $5.5 million over a weighted- average period of 2.5 years.

Performance-Based Restricted Stock Units

In 2011, we began incorporating performance-based restricted stock units ("PSUs") as an element of our executive compensation plans. For 2011, we granted 100,000 PSUs; however, pursuant to their terms, 120,000 PSUs ultimately became eligible for vesting upon the achievement of a certain level of shareholder return for 2011 as described below. In 2012, we granted 125,000 PSUs of which 62,500 became eligible for vesting upon the achievement of a certain level of shareholder return for 2012 as described below. In 2013, we granted 125,000 PSUs to our executive officers.

Our unrecognized compensation cost related to non-vested performance-based restricted stock units at December 31, 2013 was approximately $1.1 million and is expected to be recognized over a weighted-average period of 1.1 years . For the year ended December 31, 2012, we recognized $1.0 million of compensation expense for the performance-based restricted stock units. For the year ended December 31, 2011, we recognized $0.6 million of compensation expense for the performance-based restricted stock units.

The accounting guidance for awards with market conditions differs from that for awards with service conditions only or service and performance conditions. Because the grant date fair value of an award containing market conditions is calculated as the expected value, averaging over all possible outcomes, the measured expense is amortized over the service period, regardless of whether the market condition is ever actually met.

The fair value of a PSU award is the average of trial-specific values of the award over each of one million Monte Carlo trials. Each trial-specific value is the market value of the award at the end of the one-year performance period discounted back to the grant date. The market value of the award for each trial at the end of the performance period is the product of (a) the per share value of Omnicell stock at the end of the performance period and (b) the number of shares that vest. The number of shares that vest at the end of the performance period depends on the percentile ranking of the total shareholder return for Omnicell stock over the performance period relative to the total shareholder return of each of the other companies in the NASDAQ Healthcare Index (the "Index") as shown in the tables below.

Vesting for the PSU awards is based on the percentile placement of our total stockholder return among the companies listed in the Index and time-based vesting. We calculate total stockholder return based on the one year annualized rates of return reflecting price appreciation plus reinvestment of dividends. For PSU awards granted on February 5, 2013 and on March 5, 2013, stock price appreciation is calculated based on the average closing prices of our common stock for the last 20 trading days leading to March 1, 2014 compared to the average closing prices for the 20 trading days ended on the last trading day of 2012. For PSU awards granted in 2011 and 2012, stock price appreciation is calculated based on the average closing prices of the applicable company's common stock for the 20 trading days ending on the last trading day of the year prior to the date of grant as compared to the average closing prices for the 20 trading days ended on the last trading day of the year of grant.

The following table shows the percent of PSUs granted in 2011 and eligible for further time-based vesting based on our percentile placement:



Percentile Placement of Our Total Shareholder Return		% of PSUs Eligible for Time- Based Vesting
Below the 35th percentile		—%
At least the 35th percentile, but below the 50th percentile		50%
At least the 50th percentile, but below the 65th percentile		100%
At least the 65th percentile, but below the 75th percentile (1)		110% to 119%
At or above the 75th percentile		120%

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(1) The actual percentage of PSUs eligible for further time-based vesting is based on straight-line interpolation, where, for example, if the ranking is the 70th percentile, then the vesting percentage is 115%.

On January 17, 2012, the Compensation Committee of our Board of Directors confirmed 76.3% as the percentile rank of Omnicell’s 2011 total stockholder return. This resulted in 120% of the 2011 PSU awards, or 120,000 shares, becoming eligible for further time-based vesting. The eligible PSU awards will vest as follows: 25% of the eligible awards for the first year vested immediately on January 17, 2012 with the remaining eligible awards vesting in equal increments, semi-annually, over the subsequent three year period beginning on June 15th and December 15th of the year after the date of grant and each subsequent year. Vesting is contingent upon continued service. Of the 120,000 shares eligible for time-based vesting under the 2011 PSU awards, 30,000 shares vested during the year ended December 31, 2013.

The following table shows the percent of PSUs granted in 2012 eligible for further time-based vesting based on our percentile placement:



Percentile Placement of Our Total Shareholder Return	% of PSUs Eligible for Time- Based Vesting
Below the 35th percentile	—%
At least the 35th percentile, but below the 50th percentile	50%
At least the 50th percentile	100%

On January 22, 2013, the Compensation Committee of our Board of Directors confirmed 35.3% as the percentile rank of Omnicell's 2012 total stockholder return. This resulted in 50% of the 2012 PSU awards, or 62,500 shares, as eligible for further time-based vesting. The eligible performance-based restricted stock unit awards will vest as follows: 25% of the eligible shares vested immediately on January 22, 2013 with the remaining eligible awards vesting in equal increments, semi-annually, over the subsequent three year period beginning on June 15th and December 15th of the year after the date of grant and each subsequent year. Vesting is contingent upon continued service. Of the 62,500 shares eligible for time-based vesting under the 2012 PSU awards, 31,244 shares vested during the year ended December 31, 2013.

On February 5 and March 5 2013, the Compensation Committee approved PSU awards of 125,000 shares and 12,500 shares, respectively. If the minimum performance threshold is met as determined by the Compensation Committee of the Board of Directors in 2014, the eligible performance-based restricted stock unit awards will vest as follows: 25% of the eligible shares will vest immediately, with the remaining eligible awards vesting in equal increments, semi-annually, over the subsequent three year period beginning on June 15th and December 15th of the year after the date of grant and each subsequent year. Vesting is contingent upon continued service.

A summary of activity of the PSUs for the years ended December 31, 2013 and 2012 is presented below:



Performance-based Stock Units	Number of Units		Weighted- Average Grant Date Fair Value Per Unit
	(in thousands)
Non-vested, December 31, 2011	100		$	11.15
Granted	135		$	10.94
Vested	(60	)	$	11.15
Forfeited	—		$	—
Non-vested, December 31, 2012	175		$	11.00
Granted	142		$	14.68
Vested	(57	)	$	11.15
Forfeited	(35	)	$	10.93
Non-vested, December 31, 2013	225		$	13.32

401(k) Plan

We have established a 401(k) tax-deferred savings plan (the "Omnicell Plan"), whereby eligible employees may contribute a percentage of their eligible compensation, but not greater than 75% of their earnings, up to the maximum as required by law. On January 1, 2009, we began matching 401(k) contributions, up to 3% maximum of employee contributions or $1,000, whichever is lower. During the fourth quarter of 2012, the MTS 401(k) tax-deferred savings plan was merged with the Omnicell Plan. For the years ended December 31, 2013, 2012 and 2011, our total 401(k) contributions were $1.1 million, $0.8 million and $0.6 million, respectively.