EMPLOYEE STOCK PLANS

In May 2005, we amended and restated our 1989 Stock Option Plan (the "1989 Plan") as the 2005 Equity Incentive Plan (the "2005 Plan"), under which a total of approximately 12 million shares of common stock were reserved for issuance. In June 2007, our shareholders approved an amendment to the 2005 Plan by reserving an additional 2.5 million shares of common stock for issuance under the 2005 Plan. In May 2012, our shareholders approved our 2012 Equity Incentive Plan (the "2012 Plan"), which amended and restated the 2005 Equity Incentive Plan to increase our common stock available for grant under the plan by an additional 2.5 million shares, bringing the total shares reserved for issuance to approximately 17 million shares of common stock.

As of December 31, 2013, we had approximately 5.5 million shares available for future grants under the 2012 Plan.

Stock Options

Options to purchase common stock granted under the 2012 Plan generally have terms not exceeding seven years. Options to purchase stock under our equity incentive plans are generally granted at exercise prices that are at least 100 percent of the fair market value of our common stock on the date of grant. Generally, 25 percent of the options vest on the first anniversary of the vesting commencement date, and the remaining options vest 1/36 per month for the next 36 months thereafter. In October 2012, our Board of Directors approved a special stock option retention grant to all existing employees. The 1.7 million shares retention grant vests in its entirety 15 months after the vesting commencement date on January 31, 2014.

We granted 1.6 million, 3.1 million and 1.6 million stock options during 2013, 2012 and 2011, respectively, with an estimated total grant date fair value of $1.4 million, $2.9 million and $2.2 million, respectively. We settle employee stock option exercises with newly issued common shares.

The following table summarizes the stock option activity under all of our equity incentive plans for the year ended December 31, 2013:



	Number of Shares		Weighted- Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(thousands)				(years)	(thousands)
Outstanding at December 31, 2012	7,614		$	3.34
Granted	1,579		$	1.40
Exercised	(405	)	$	1.10
Forfeited or expired	(3,795	)	$	4.29
Outstanding at December 31, 2013	4,993		$	2.18	4.9	$	5,281
Vested and expected to vest at December 31, 2013	4,626		$	2.23	4.8	$	4,851
Exercisable at December 31, 2013	1,778		$	3.63	3.1	$	884

The following table provides supplemental information pertaining to our stock options for the years ended December 31, 2013, 2012 and 2011 (in thousands, except weighted-average fair values):



	Years Ended December 31,
	2013		2012		2011
Weighted-average fair value of options granted	$	0.87	$	0.95	$	1.36
Intrinsic value of options exercised	$	386	$	211	$	122
Cash received from options exercised	$	445	$	238	$	109

Restricted Stock Units

The 2012 Plan provides for grants of time-based and performance-based restricted stock units ("RSUs").

Time-Based Restricted Stock Units

Generally, 25 percent of the time-based RSUs vest on each anniversary of the vesting commencement date or date of grant. On occasion, we grant time-based RSUs for varying purposes with different vesting schedules. Time-based RSUs granted under the 2012 Plan are counted against the total number of shares of common stock available for grant at a ratio of 1.75 shares of common stock for every one share of common stock subject thereto.

Stock-based compensation expense on time-based RSUs is determined based on the fair value of our common stock on the date of grant of the RSU and recognized over the vesting period.

Performance-Based Restricted Stock Units

The vesting of performance-based RSUs is contingent on our achievement of certain predetermined financial goals and in some cases, the achievement of certain market performance measures. The amount of stock-based compensation expense recognized in any one period can vary based on the achievement or anticipated achievement of these specific performance goals. If a performance goal is not met or is not expected to be met, no compensation cost would be recognized on the underlying RSUs, and any previously recognized compensation expense on those RSUs would be reversed.

The following table summarizes RSU activity under all of our equity incentive plans for the year ended December 31, 2013:



	Number of Shares		Weighted Average Grant Date Fair Value
	(thousands)
Outstanding at December 31, 2012	32		$	1.28
Granted	416		1.46
Released	(8	)	$	1.16
Forfeited or Expired	(11	)	$	1.60
Outstanding at December 31, 2013	429		$	1.45

Employee Stock Purchase Plan

We have a non-compensatory employee stock purchase plan ("ESPP") which allows each eligible employee to withhold up to 15 percent of gross compensation over semi-annual six month ESPP periods to purchase shares of our common stock, limited to 2,000 shares per ESPP period. Under the ESPP, employees purchase stock at a price equal to 90 percent of the fair market value (generally the closing price of our common stock) on the last trading day prior to the end of the six month ESPP offering period. In December 2013, our Board of Directors approved an increase in share limits, to 4,000 shares, for each six month ESPP period starting in 2014.

We reserved 6.2 million shares of common stock for issuance under the ESPP, of which 2.6 million shares were available for issuance as of December 31, 2013. We issued 0.1 million shares under the ESPP in each of the years ended December 31, 2013, 2012 and 2011, with average purchase prices of $2.09, $1.23 and $1.29, respectively.

Employee Savings Plan

We have an employee retirement and savings plan (the "ESP"), which qualifies under section 401(k) of the Internal Revenue Code. All full-time employees of eligible age (over 21 years old) can participate in the ESP and can contribute up to an amount allowed by the applicable Internal Revenue Service guidelines. At our discretion, we can make matching contributions to the ESP equal to a percentage of the participants' contributions. In March 2009, we suspended matching contributions under the ESP as a cost-cutting measure, but matching contributions were reinstated in July 2011. For the years ended December 31, 2013, 2012 and 2011, we recorded 401(k) match contributions in the amount of $0.1 million, $0.2 million and $0.1 million, respectively.