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Stock Options And Employee Stock Purchase Plan
9 Months Ended
Sep. 30, 2011
Stock Options And Employee Stock Purchase Plan 
Stock Options And Employee Stock Purchase Plan
10.
Stock Options and Employee Stock Purchase Plan

j2 Global's share-based compensation plans include the Second Amended and Restated 1997 Stock Option Plan (the "1997 Plan"), 2007 Stock Plan (the "2007 Plan") and 2001 Employee Stock Purchase Plan (the "Purchase Plan"). Each plan is described below.

The 1997 Plan terminated in 2007. A total of 12,000,000 shares of common stock were authorized to be used for 1997 Plan purposes. An additional 840,000 shares were authorized for issuance upon exercise of options granted outside the 1997 Plan. As of September 30, 2011, 1,017,852 shares underlying options and 33,840 shares of restricted stock were outstanding under the 1997 Plan, all of which continue to be governed by the 1997 Plan.

The 2007 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. 4,500,000 shares of common stock are authorized to be used for 2007 Plan purposes. Options under the 2007 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the fair market value of j2 Global's common stock on the date of grant for incentive stock options and not less than 85% of the fair market value of j2 Global's common stock on the date of grant for non-statutory stock options. As of September 30, 2011, 1,084,271 shares underlying options and 715,843 shares of restricted stock were outstanding under the 2007 Plan.

All stock option grants are approved by "outside directors" within the meaning of Internal Revenue Code Section 162(m).
 
Stock Options
 
The following table represents stock option activity for the nine months ended September 30, 2011:
 
   
Number of
Shares
   
Weighted-
Average
Exercise
Price
 
Weighted-Average
Remaining
Contractual
Term (in years)
 
Aggregate
Intrinsic
Value
   
                         
Outstanding at January 1, 2011
   
3,794,394
   
$
14.40
         
Granted
   
130,819
     
29.01
         
Exercised
   
(1,781,950
)
   
8.04
         
Canceled
   
(41,140
)
   
24.69
         
Outstanding at September 30, 2011
   
2,102,123
     
20.50
 
5.8
 
$
15,655,942
 
Exercisable at September 30, 2011
   
1,179,263
     
19.23
 
4.3
 
$
10,587,334
 
Vested and expected to vest at September 30, 2011
   
1,959,636
   
$
20.34
 
5.6
 
$
14,970,305
 
 
 
For the nine months ended September 30, 2011, j2 Global granted 130,819 options to purchase shares of common stock pursuant to the 2007 Plan. These stock options vest 20% per year and expire 10 years from the date of grant.

The per share weighted-average grant-date fair values of stock options granted during the nine months ended September 30, 2011 and 2010 were $13.12 and $10.94, respectively.

The aggregate intrinsic values of options exercised during the nine months ended September 30, 2011 and 2010 were $38.9 million and $10.0 million, respectively.
 
As of September 30, 2011 and December 31, 2010, unrecognized stock compensation related to non-vested stock options granted under the 1997 Plan and the 2007 Plan approximated $10.2 million and $12.9 million, respectively. Unrecognized stock compensation expense related to non-vested stock options granted under these plans is expected to be recognized ratably over a weighted-average period of 2.6 years (i.e., the remaining requisite service period).
 
Fair Value Disclosure
 
j2 Global uses the Black-Scholes option pricing model to calculate the fair value of each option grant. The expected volatility for the nine months ended September 30, 2011 is based on historical volatility of the Company's common stock. The Company elected to use the simplified method for estimating the expected term. Under the simplified method, the expected term is equal to the midpoint between the vesting period and the contractual term of the stock option. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. Prior to the initial declaration of a cash dividend on August 1, 2011, the fair value of stock options, restricted stock and restricted stock units were measured based upon an expected dividend yield of 0% as the Company did not historically pay cash dividends on its common stock.  For awards granted on or subsequent to August 1, 2011, the Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors.  No awards were granted subsequent to August 1, 2011; accordingly, the assumptions below in determining the fair values of stock options include a dividend yield of 0%. Estimated forfeiture rates were 14.82% and 14.19% as of September 30, 2011 and 2010, respectively.

The weighted-average fair values of stock options granted have been estimated utilizing the following assumptions:
 
Nine Months Ended
September 30,
 
 
2011
   
2010
 
Risk-free interest rate
    2.39%
   
    2.65%
 
Expected term (in years)
6.5
   
6.5
 
Dividend yield
      0%
   
      0%
 
Expected volatility
    42%
   
    44%
 
Weighted-average volatility
    42%
   
    45%
 
 
Restricted Stock
 
j2 Global has awarded restricted stock and restricted stock units to its board of directors and senior staff pursuant to the 1997 Plan and the 2007 Plan. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over a five-year vesting period. The Company recognized $1.0 million and $2.8 million of compensation expense in the three and nine months ended September 30, 2011, respectively, related to restricted stock and restricted stock units. As of September 30, 2011 and December 31, 2010, the Company had unrecognized share-based compensation cost of approximately $11.5 million and $12.0 million, respectively, associated with these shares and units. This cost is expected to be recognized over a weighted-average period of 2.7 years for awards and 3.8 years for units.
 
Restricted stock award activity for the nine months ended September 30, 2011 is set forth below:
 
         
Weighted-Average
 
         
Grant-Date
 
   
Shares
   
Fair Value
 
Nonvested at January 1, 2011
   
816,670
   
$
19.59
 
Granted
   
95,712
     
28.85
 
Vested
   
(152,524
)
   
20.94
 
Canceled
   
(28,675
)
   
17.61
 
Nonvested at September 30, 2011
   
731,183
   
$
20.60
 
 
 
Restricted stock unit award activity for the nine months ended September 30, 2011 is set forth below:
 
         
Weighted-Average
 
         
Grant-Date
 
   
Shares
   
Fair Value
 
Nonvested at January 1, 2011
   
17,500
   
$
23.59
 
Granted
   
2,000
     
29.21
 
Vested
   
(1,000
)
   
20.72
 
Canceled
   
     
 
Nonvested at September 30, 2011
   
18,500
   
$
23.75
 
 
 
  Share-Based Compensation Expense
 
The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2011 and 2010 (in thousands):

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Cost of revenues
 
$
246
   
$
304
   
$
736
   
$
963
 
Operating expenses:
                               
Sales and marketing
   
350
     
464
     
1,049
     
1,460
 
Research, development and engineering
   
110
     
204
     
367
     
645
 
General and administrative
   
1,542
     
1,805
     
4,532
     
5,699
 
  Total
 
$
2,248
   
$
2,777
   
$
6,684
   
$
8,767
 

 
  Employee Stock Purchase Plan
 
The Purchase Plan provides for the issuance of a maximum of two million shares of common stock. Under the Purchase Plan, eligible employees can have up to 15% of their earnings withheld, up to certain maximums, to be used to purchase shares of j2 Global's common stock at certain plan-defined dates. The price of the common stock purchased under the Purchase Plan for the offering periods is equal to 95% of the fair market value of the common stock at the end of the offering period. For the nine months ended September 30, 2011 and 2010, 4,127 and 3,937 shares were purchased under the plan, respectively. Cash received upon the issuance of common stock under the Purchase Plan was $110,000 and $85,000 for the nine months ended September 30, 2011 and 2010, respectively.  As of September 30, 2011, 1,652,506 shares were available under the Purchase Plan for future issuance.