Share-Based Compensation

Total share-based compensation expense related to the Company's employee stock options, restricted stock units, stock grant awards and ESPP for the years ended December 31, 2014, 2013 and 2012 was comprised as follows (in millions):



	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012
Cost of revenues	$	6.8	$	5.3	$	3.7
Research and development	8.7		6.3		4.5
Selling and marketing	8.1		5.7		4.3
General and administrative	22.2		15.0		8.0
Share-based compensation expense before income taxes	45.8		32.3		20.5
Related income tax benefits (1)	—		—		—
Share-based compensation expense, net of taxes	$	45.8	$	32.3	$	20.5

____________________


(1)	A majority of the Company’s share-based compensation relates to its domestic subsidiaries; therefore, no related deferred income tax benefits are recorded due to historical net operating losses at those subsidiaries.

At December 31, 2014, total unrecognized estimated share-based compensation expense, net of estimated forfeitures, related to non-vested stock options granted prior to that date was $2.8 million, which is expected to be recognized over a weighted-average period of 1.5 years. At December 31, 2014, total unrecognized share-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock units with time-based service conditions and performance-based vesting criteria granted prior to that date was $46.8 million, which is expected to be recognized over a weighted-average period of 1.6 years. The total intrinsic value of stock options exercised during the year ended December 31, 2014 was $10.4 million. The Company recorded cash received from the exercise of stock options of $24.9 million and cash from the issuance of shares under the ESPP of $10.0 million and no related tax benefits during the year ended December 31, 2014. Upon option exercise, release of restricted stock units, stock grant awards, or completion of a purchase under the ESPP, the Company issues new shares of common stock.

Share-Based Compensation Information

The fair value per unit of each time based and performance based RSU and stock grant award is determined on the grant date and is equal to the Company's closing stock price on the grant date. The fair value of each option grant is estimated on the date of grant using a lattice-based option valuation model. The lattice-based model uses: (1) a constant volatility; (2) an employee exercise behavior model (based on an analysis of historical exercise behavior); and (3) the treasury yield curve to calculate the fair value of each option grant.

The weighted-average estimated fair value of employee stock options and the weighted-average assumptions used in the lattice model to calculate the weighted-average estimated fair value of employee stock options granted during the years ended December 31, 2013 and 2012 are as follows, there were no employee stock options granted during the year ended December 31, 2014 (annualized percentages):



	Year Ended December 31, 2013			Year Ended December 31, 2012
Volatility	42.8		%	46.9		%
Risk-free interest rate	1.4		%	0.8		%
Expected term	5.2 years			5.0 years
Weighted-average fair value per option	$	2.93		$	3.01

The volatility input is developed using blended volatility. The expected term of options represents the period of time that the options are expected to be outstanding and is computed using the lattice model's estimated option fair value as an input to the Black-Scholes formula and solving for the expected term. The risk-free rate is based on zero-coupon U.S. Treasury yields in effect at the date of grant with the same period as the expected term.

Share-based compensation expense recognized in the Consolidated Statement of Operations and Comprehensive Income is based on awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures for stock options were estimated to be approximately 11%, 11% and 11% in the years ended December 31, 2014, 2013 and 2012, respectively. Pre-vesting forfeitures for restricted stock units were estimated to be approximately 5%, 5% and 4% in the years ended December 31, 2014, 2013 and 2012, respectively.

Plan Descriptions

On February 17, 2000, the Company adopted the 2000 Stock Incentive Plan (the "2000 SIP") which provided key employees, directors and consultants with various equity-based incentives as described in the plan document. Prior to February 17, 2010, stockholders had approved amendments to the 2000 SIP which increased the number of shares of the Company's common stock reserved and available for grant to 30.5 million, plus an additional number of shares of the Company's common stock equal to 3% of the total number of outstanding shares of common stock effective automatically on January 1st of each year beginning January 1, 2005 and ending January 1, 2010. On February 17, 2010, the 2000 SIP expired and the Company ceased granting under the plan. Options granted pursuant to the 2000 SIP that remain outstanding continue to be exercisable or subject to vesting pursuant to the underlying option agreements.

On March 23, 2010, the Company adopted the Amended and Restated SIP, which was subsequently approved by the Company's shareholders at the annual shareholder meeting on May 18, 2010. The Amended and Restated SIP provides key employees, directors and consultants with various equity-based incentives as described in the plan document. The Amended and Restated SIP is administered by the Board of Directors or a committee thereof, which is authorized to determine, among other things, the key employees, directors or consultants who will receive awards under the plan, the amount and type of award, exercise prices or performance criteria, if applicable, and vesting schedules. On May 15, 2012, shareholders approved certain amendments to the Amended and Restated SIP to increase the number of shares of common stock subject to all awards under the Amended and Restated SIP by 33.0 million to 59.1 million, exclusive of shares of common stock subject to awards that were previously granted pursuant to the 2000 SIP that have or will become available for grant pursuant to the Amended and Restated SIP.

Generally, the options granted under the 2000 SIP and Amended and Restated SIP vest over a period of three to four years and have a term of 10 years and 7 years, respectively. Under both plans, certain outstanding options vest automatically upon a change of control, as defined in the respective plan document, provided the option holder is employed by the Company on the date of the change in control. Certain other outstanding options may also vest upon a change of control if the Board of Directors of the Company, at its discretion, provides for acceleration of the vesting of said options. Generally, upon the termination of an option holder's employment, all unvested options will immediately terminate and vested options will generally remain exercisable for a period of 90 days after the date of termination (one year in the case of death or disability).

Generally, restricted stock units granted under the 2000 SIP and the Amended and Restated SIP vest over three to four years or based on the achievement of certain performance criteria and are payable in shares of the Company's stock upon vesting.

As of December 31, 2014, there was an aggregate of 35.2 million shares of common stock available for grant under the Amended and Restated SIP.

Stock Options

A summary of stock option transactions for all stock option plans follows (in millions except per share and term data):



	Year Ended December 31, 2014
	Number of Shares		Weighted-Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2013	14.0		$	7.89
Granted	—		—
Exercised	(3.7	)	6.66
Canceled	(1.5	)	11.42
Outstanding at December 31, 2014	8.8		$	7.81	3.07	$	20.8

Exercisable at December 31, 2014	7.5		$	7.89	2.85	$	17.3

As of December 31, 2014, the Company had 8.8 million of outstanding stock options, representing stock options that previously vested and those which are expected to vest, with a weighted-average exercise price of $7.81.

Net stock options, after forfeitures and cancellations, granted during the years ended December 31, 2014 and December 31, 2013 represented (0.34)% and (0.24)% of outstanding shares as of the beginning of each such fiscal year, respectively. Total stock options granted during the years ended December 31, 2014 and December 31, 2013 represented zero and 0.03% of outstanding shares as of the end of each such fiscal year, respectively.

Additional information about stock options outstanding at December 31, 2014 with exercise prices less than or above $10.13 per share, the closing price of the Company's common stock at December 31, 2014, follows (number of shares in millions):



	Exercisable			Unexercisable			Total
Exercise Prices	Number of Shares	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
Less than $10.13	7.2	$	7.73	1.2	$	7.19	8.4	$	7.66
Above $10.13	0.3	$	11.21	0.1	$	11.12	0.4	$	11.19
Total outstanding	7.5	$	7.89	1.3	$	7.49	8.8	$	7.81

Restricted Stock Units

During 2014, the Company awarded 1.4 million restricted stock units to certain officers and employees of the Company that vest upon the achievement of certain performance criteria. The number of units expected to vest is evaluated each reporting period and compensation expense is recognized for those units for which achievement of the performance criteria is considered probable.

Compensation expense of $25.3 million was recognized during 2014 for all restricted stock units with time-based service conditions that were granted in 2014 and prior that are expected to vest.

A summary of the restricted stock unit transactions for the year ended December 31, 2014 follows (number of shares in millions):



	Year Ended December 31, 2014
	Number of Shares		Weighted-Average Grant Date Fair Value
Nonvested shares of restricted stock units at December 31, 2013	10.8		$	8.52
Granted	4.7		9.40
Released	(3.5	)	7.94
Canceled	(3.3	)	10.05
Nonvested shares of restricted stock units at December 31, 2014	8.7		$	8.66

As of December 31, 2014, unrecognized compensation expense, net of estimated forfeitures related to non-vested restricted stock units granted under the 2000 SIP and Amended and Restated SIP with time-based and performance-based conditions, was $37.9 million and $8.9 million, respectively. For restricted stock units with time-based service conditions, expense is being recognized over the vesting period; for restricted stock units with performance criteria, expense is recognized over the period during which the performance criteria is expected to be achieved. Unrecognized compensation cost related to awards with certain performance criteria that are not expected to be achieved is not included here. Total compensation expense related to both performance-based and service-based restricted stock units was $38.9 million for the year ended December 31, 2014.

Stock Grant Awards

During the year ended December 31, 2014, the Company granted 0.2 million shares of stock under stock grant awards to certain directors of the Company with immediate vesting at a weighted-average grant date fair value of $8.72 per share. Total compensation expense related to stock grant awards for the year ended December 31, 2014 was approximately $1.3 million.

Employee Stock Purchase Plan

On February 17, 2000, the Company adopted the ESPP. Subject to local legal requirements, each of the Company's eligible employees may elect to contribute up to 10% of eligible payroll applied towards the purchase of shares of the Company's common stock at a price equal to 85% of the fair market value of such shares as determined under the plan. Employees are limited to annual purchases of $25,000 under this plan. In addition, during each quarterly offering period, employees may not purchase stock exceeding the lesser of (i) 500 shares, or (ii) the number of shares equal to $6,250 divided by the fair market value of the stock on the first day of the offering period. During the year ended December 31, 2014, employees purchased approximately 1.3 million shares under the ESPP. During the years ended December 31, 2013 and 2012, employees purchased for each such year approximately 1.3 million and 1.4 million shares, respectively, under the ESPP. Through May 2009, shareholders had approved amendments to the ESPP, which increased the number of shares of the Company's common stock issuable thereunder to 15.0 million shares. On May 15, 2013, shareholders approved certain amendments to the Company's ESPP which increased the number of shares reserved and available to be issued pursuant to the ESPP by 3.0 million to a total of 18.0 million. As of December 31, 2014, there were approximately 3.0 million shares available for issuance under the ESPP.