8.Stock-based Compensation Plans and Awards

 

Employee Stock Purchase Plan

 

In December 2013, our board of directors approved the Employee Stock Purchase Plan (“ESPP”), which was approved by our stockholders at the annual meeting in June 2014. The ESPP allows eligible employees to purchase shares of our common stock through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25,000 per calendar year. Shares reserved for issuance under the ESPP include 4,000,000 shares of common stock. The ESPP provides for six-month offering periods, and the first offering period commenced in February 2014. At the end of each offering period employees are able to purchase shares at 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the last day of the offering period.

 

We estimate the fair value of shares to be issued under the ESPP on the first day of the offering period using the Black-Scholes valuation model. The determination of the fair value is affected by our stock price on the first date of the offering period, as well as other assumptions including the risk-free interest rate, the estimated volatility of our stock price over the term of the offering period, the expected term of the offering period and the expected dividend rate. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period, net of estimated forfeitures.

 

The per-share fair value of shares to be granted under the ESPP is determined on the first day of the offering period using the Black-Scholes option pricing model using the following assumptions:

 

 

During the three and six months ended June 30, 2014, we withheld $1.6 million and $2.5 million in contributions from employees and recognized $0.6 million and $0.9 million of stock-based compensation expense related to the ESPP. No shares of common stock were issued under the ESPP in the three and six months ended June 30, 2014.

 

Employee Stock-Based Awards

 

Our 2011 Equity Incentive Plan (the “2011 Plan”) provides for the issuance of stock options, restricted stock units and other stock-based awards to our employees. The 2011 Plan is administered by the compensation committee of our board of directors.

 

Stock options

 

We measure stock-based compensation expenses for stock options at the grant date fair value of the award and recognize expenses on a straight-line basis over the requisite service period, which is generally the vesting period. We estimate the fair value of stock options using the Black-Scholes option-pricing model. During the three months ended June 30, 2013 and 2014, we recorded stock-based compensation expense from stock options of approximately $3.3 million and $3.7 million. During the six months ended June 30, 2013 and 2014, we recorded stock-based compensation expense from stock options of approximately $5.0 million and $7.2 million.

 

The per-share fair value of each stock option was determined on the grant date using the Black-Scholes option pricing model using the following assumptions. There were no stock options issued during the three months ended June 30, 2014.

 

 

Restricted stock units

 

The fair value of the restricted stock units (“RSUs”) is expensed ratably over the vesting period. RSUs vest annually on a cliff basis over the service period, which is generally four years. During the three months ended June 30, 2013 and 2014, we recorded stock-based compensation expense from RSUs of approximately $6.8 million and $16.3 million. During the six months ended June 30, 2013 and 2014, we recorded stock-based compensation expense from RSUs of approximately $11.7 million and $29.9 million.

 

Stock-based Compensation Expense

 

Stock-based compensation expense related to all employee and non-employee stock-based awards was as follows: