•
arrange for the lapse of any reacquisition or repurchase rights applicable to any shares of our common
stock issued pursuant to a stock award;
•
cancel or arrange for the cancellation of a stock award, to the extent not vested or not exercised prior
to the effective date of the corporate transaction, in exchange for cash consideration, if any, as the
Board, in its sole discretion, may consider appropriate; and
•
arrange for the surrender of a stock award in exchange for a payment equal to the excess of (a) the
value of the property the holder of the stock award would have received upon the exercise of the stock
award, over (b) any exercise price payable by such holder in connection with such exercise.
2002 Non-Employee Directors’ Stock Option Plan
In September 2001, our Board of Directors adopted, and the stockholders subsequently approved, an
amendment and restatement of the 1992 Non-Employee Directors’ Stock Option Plan, which provides for the
issuance of non-qualified stock options and restricted stock units to our non-employee directors. The name of the
resulting plan is the 2002 Non-Employee Directors’ Stock Option Plan (the 2002 Plan). The 2002 Plan provides
for the purchase of up to 1,200,000 shares of our common stock to our non-employee directors. Options under
this plan expire ten years from the date of grant. Options granted become exercisable in four equal annual
installments beginning one year after the date of grant. At December 31, 2014, a total of 520,687 options were
outstanding, of which 305,631 were exercisable, 32,090 restricted stock unit awards were outstanding, and
171,873 shares were available for future grant under the 2002 Plan.
Employee Stock Purchase Plan
In June 2009, our Board of Directors adopted, and the stockholders subsequently approved, the amendment
and restatement of the ESPP and we reserved an additional 150,000 shares of common stock for issuance
thereunder. In each of the subsequent years, we reserved an additional 150,000 shares of common stock for the
ESPP resulting in a total of 2,574,596 million shares authorized under the plan as of December 31, 2014. The
ESPP permits full-time employees to purchase common stock through payroll deductions (which cannot exceed
10 percent of each employee’s compensation) at the lower of 85 percent of fair market value at the beginning of
the purchase period or the end of each six-month purchase period. Under the amended and restated ESPP,
employees must hold the stock they purchase for a minimum of six months from the date of purchase beginning
with the offering that ended on January 1, 2010. During 2014, employees purchased and we issued to employees
44,139 shares under the ESPP at $26.85 per share. At December 31, 2014, 370,136 shares were available for
purchase under the ESPP.
StockOptionActivity
The following table summarizes the stock option activity for the year ended December 31, 2014 (in
thousands, except per share and contractual life data):
Number of
Shares
Weighted
Average
Exercise
Price
Per Share
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(Years)
Outstanding at December 31, 2013. . . . . . . . . .
7,279 $12.07
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,031 $39.88
Exercised. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,816) $12.36
Cancelled/forfeited/expired . . . . . . . . . . . . . .
(115) $20.43
Outstanding at December 31, 2014. . . . . . . . . .
7,379 $19.52
4.41 $311,538
Exercisable at December 31, 2014 . . . . . . . . . .
3,854 $11.18
3.22 $194,858
The weighted-average estimated fair values of options granted were $17.54, $7.10 and $3.55 for the years
ended December 31, 2014, 2013 and 2012, respectively. The total intrinsic value of options exercised during the
years ended December 31, 2014, 2013 and 2012 were $62.8 million, $69.6 million and $7.6 million, respectively,
which we determined as of the date of exercise. The amount of cash received from the exercise of stock options
was $22.4 million, $62.0 million and $8.7 million for the years ended December 31, 2014, 2013 and 2012,
respectively. For the year ended December 31, 2014, the weighted-average fair value of options exercised was
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