Employee Benefits and Stock-based Compensation

401(k) Plan

The Company maintains a defined contribution 401(k) plan (the “401(k) Plan”) for substantially all of its U.S. employees. Under the 401(k) Plan, eligible employees may contribute up to 50% of their pre-tax salary, subject to the Internal Revenue Service (“IRS”) annual contribution limits. The Company matches 50% of up to the first 6% of the employee’s annual salary contributed to the plan. The Company contributed $3.8 million in 2016, $3.7 million in 2015, and $3.4 million in 2014 under the 401(k) Plan. The Company can terminate matching contributions at its discretion at any time.

Equity Incentive Plan

The majority of Verisign’s stock-based compensation relates to RSUs. As of December 31, 2016, a total of 11.4 million shares of common stock were reserved for issuance upon the vesting of RSUs and for the future grant of equity awards.

On May 26, 2006, the stockholders of Verisign approved the 2006 Equity Incentive Plan, which was amended and restated on June 9, 2016 (the “2006 Plan”). The 2006 Plan authorizes the award of incentive stock options to employees and non-qualified stock options, restricted stock awards, RSUs, stock bonus awards, stock appreciation rights and performance shares to eligible employees, officers, directors, consultants, independent contractors and advisers. The 2006 Plan is administered by the Compensation Committee which may delegate to a committee of one or more members of the Board or Verisign’s officers the ability to grant certain awards and take certain other actions with respect to participants who are not executive officers or non-employee directors. RSUs are awards covering a specified number of shares of Verisign common stock that may be settled by issuance of those shares (which may be restricted shares). RSUs generally vest over four years. Certain performance-based RSUs, granted to the Company’s executives, vest over either three or four year terms. Additionally, the Company has granted fully vested RSUs to members of its Board in each of the last three years. The Compensation Committee may authorize grants with a different vesting schedule in the future. A total of 27.0 million common shares were authorized and reserved for issuance under the 2006 Plan.

2007 Employee Stock Purchase Plan

On August 30, 2007, the Company’s stockholders approved the 2007 Employee Stock Purchase Plan. A total of 6.0 million common shares were authorized and reserved for issuance under the ESPP. Eligible employees may purchase common stock through payroll deductions by electing to have between 2% and 25% of their compensation withheld to cover the purchase price. Each participant is granted an option to purchase common stock on the first day of each 24-month offering period and this option is automatically exercised on the last day of each six-month purchase period during the offering period. The purchase price for the common stock under the ESPP is 85% of the lesser of the fair market value of the common stock on the first day of the applicable offering period or the last day of the applicable purchase period. Offering periods begin on the first business day of February and August of each year. As of December 31, 2016, 1.2 million shares of the Company’s common stock are reserved for issuance under this plan.

Stock-based Compensation

Stock-based compensation is classified in the Consolidated Statements of Comprehensive Income in the same expense line items as cash compensation. The following table presents the classification of stock-based compensation:



	Year Ended December 31,
	2016		2015		2014
	(In thousands)
Stock-based compensation:
Cost of revenues	$	7,253	$	7,009	$	6,400
Sales and marketing	5,738		6,763		8,023
Research and development	6,739		6,488		7,018
General and administrative	30,314		25,815		22,536
Total stock-based compensation	$	50,044	$	46,075	$	43,977

The following table presents the nature of the Company’s total stock-based compensation:



	Year Ended December 31,
	2016			2015			2014
	(In thousands)
RSUs	$	37,325		$	36,664		$	32,304
Performance-based RSUs	11,512			8,078			10,232
ESPP	3,593			4,051			4,192
Capitalization (Included in Property and equipment, net)	(2,386		)	(2,718		)	(2,751		)
Total stock-based compensation expense	$	50,044		$	46,075		$	43,977

The income tax benefit recognized on stock-based compensation within Income tax expense for 2016, 2015, and 2014 was $17.7 million, $16.0 million, and $15.1 million, respectively.

RSUs Information

The following table summarizes unvested RSUs activity:



	Year Ended December 31,
	2016				2015				2014
	Shares		Weighted-Average Grant-Date Fair Value		Shares		Weighted-Average Grant-Date Fair Value		Shares		Weighted-Average Grant-Date Fair Value
	(Shares in thousands)
Unvested at beginning of period	2,110		$	54.77	2,179		$	46.36	2,442		$	38.00
Granted	760		78.58		1,075		61.74		909		55.05
Vested and settled	(873	)	49.95		(932	)	43.92		(878	)	35.99
Forfeited	(151	)	61.57		(212	)	51.47		(294	)	44.00
	1,846		$	66.30	2,110		$	54.77	2,179		$	46.36

The RSUs in the table above include certain RSUs granted to the Company’s executives that are subject to performance conditions, and in some cases, market conditions. The unvested RSUs as of December 31, 2016 include approximately 0.4 million RSUs subject to performance and/or market conditions. The number of RSUs, subject to these performance and market conditions, that ultimately vest may range from zero to a maximum of 0.8 million RSUs depending on the level of performance achieved and whether any market conditions are satisfied.

The closing price of Verisign’s stock was $76.07 on December 31, 2016. As of December 31, 2016, the aggregate market value of unvested RSUs was $140.7 million. The fair values of RSUs that vested during 2016, 2015, and 2014 were $70.5 million, $59.8 million, and $47.9 million, respectively. As of December 31, 2016, total unrecognized compensation cost related to unvested RSUs was $67.7 million which is expected to be recognized over a weighted-average period of 2.3 years.