F-26
CommonStock
At December 31, 2013 and2012, we had 200,000,000 shares of common stock authorized, ofwhich116,471,371 and
101,481,134were issued andoutstanding, respectively. As ofDecember 31, 2013, total common shares reserved for future issuance
were 19,810,897.
In June 2013, we completed the sale of 9,617,869 shares of our common stock through a public offering at a price of $19.00
per share, which included617,869 additional shares soldpursuant to anoptionwe granted to the underwriters.We receivednet
proceeds of approximately $173.3million from the sale of these shares net of underwriting discounts and commissions andother
estimated offering expenses of $9.5million.
During the years endingDecember 31, 2013, 2012 and2011, we issued5,372,000, 1,438,000 and646,000 shares of common
stock, respectively, for stockoption exercises, vesting of restricted stockunits, andEmployeeStockPurchasePlan, or ESPP,
purchases.We receivednet proceeds from these transactions of $63.0million, $9.5million and $3.6million in2013, 2012 and2011,
respectively.
StockPlans
1989StockOptionPlan
In June 1989, our BoardofDirectors adopted, and the stockholders subsequently approved, a stockoptionplan that, as
amended, provides for the issuance of non-qualified and incentive stockoptions for the purchase of up to20,000,000 shares of
common stock to our employees, directors, and consultants. The plan expires in January2024. The 1989Plandoes not allowus to
grant stockbonuses or restricted stock awards andprohibits us from repricing anyoptions outstandingunder the planunless our
stockholders approve the repricing. Options vest over a four-year period, with25percent exercisable at the end of one year from the
date of the grant and the balance vesting ratably, on amonthlybasis, thereafter. Optionswe granted afterMay26, 2004have a termof
seven yearswhile optionswe grantedbeforeMay26, 2004have a termof ten years. AtDecember 31, 2013, a total of 6,211,169
optionswere outstanding, ofwhichoptions to purchase 3,033,298 shareswere exercisable, and93,378 shareswere available for future
grant under the 1989Plan.
2000BroadBasedEquity IncentivePlan
In January2000, we adopted the 2000Broad-BasedEquity IncentivePlan (the 2000Plan), which, as amended, provided for
the issuance of non-qualified stockoptions for the purchase of up to5,990,000 shares of common stock toour employees, directors,
and consultants. Typicallyoptions expire sevenor ten years from the date of grant. Options grantedunder this plangenerallyvest over
a four-year period, with25percent exercisable at the end of one year from the date of the grant and the balance vesting ratably
thereafter. AtDecember 31, 2013, a total of 630,086optionswere outstanding, ofwhich630,086 shareswere exercisable, and no
shareswere available for future grant under the 2000Plan. The 2000Plan expiredon January5, 2010, sowemayno longer grant new
options under the 2000Plan.
Change of ControlUnder 1989Planand2000Plan
With respect toboth the 1989Plan and2000Plan, in the event of:
a sale, lease or other disposition of all or substantially all of our assets;
amerger or consolidation inwhichwe are not the surviving corporation; or
reversemerger inwhichwe are the surviving corporationbut the shares of common stockoutstanding immediately
preceding themerger are convertedbyvirtue of themerger intoother property, whether in the formof securities, cash or
otherwise,
then any surviving corporationor acquiring corporationwill assume any stock awards outstandingunder the 2000Plan and
the 1989Planorwill substitute similar stock awards (including an award to acquire the same considerationpaid to the shareholders in
the transaction for those outstandingunder the 2000Plan and the 1989Plan). In the event any surviving corporationor acquiring
corporation refuses to assume such stock awards or to substitute similar stock awards for those outstandingunder the 2000Plan and
the 1989Plan, thenwith respect to stock awards heldbyparticipantswhose continuous service has not terminated, such stock awards
automatically vest in full and the stock awardswill terminate if not exercised (if applicable) at or prior to such event.
