5. Stockholders' Equity

Preferred Stock

The Certificate of Incorporation allows for the issuance of up to two million shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, and the number of shares constituting any series of the designation of such series, without further vote or action by the stockholders.

Common Stock

At March 31, 2012 the Company had 375.0 million shares authorized for issuance and approximately 61.9 million shares issued and outstanding. At March 31, 2011, there were approximately 63.7 million shares issued and outstanding.

Stock Repurchase Program

In August 2004, the Board authorized a stock repurchase program for the repurchase of up to $200.0 million of the Company's common stock. Under the program, the Company is authorized to make purchases in the open market or enter into structured stock repurchase agreements. In October 2008, the Board increased the stock repurchase program by $100.0 million. During the fiscal year ended March 31, 2012, 3.5 million shares were repurchased on the open market at a weighted average price of $5.98 per share. During the fiscal year ended March 31, 2011, 3.7 million shares were repurchased on the open market at a weighted average price of $10.70 per share. From the time the program was first implemented in August 2004, the Company has repurchased on the open market a total of 17.2 million shares at a weighted average price of $10.08 per share. All repurchased shares were retired upon delivery to the Company.

In February 2011, the Company entered into a Rule 10b5-1 plan to repurchase up to 3.0 million shares of its common stock at various price parameters. Included in the open market repurchases during the year ended March 31, 2012 are 0.3 million shares that were repurchased under this Rule 10b5-1 plan at a weighted average price of $9.98 per share. At the time, in May 2011, this Rule 10b5-1 plan was cancelled, the Company repurchased 1.0 million shares at a weighted average price of $10.00 per share under this Rule 10b5-1 plan.

The Company also utilizes structured stock repurchase agreements to buy back shares which are prepaid written put options on its common stock. The Company pays a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a pre-determined amount of cash or stock depending on the closing market price of its common stock on the expiration date of the agreement. Upon expiration of each agreement, if the closing market price of its common stock is above the pre-determined price, the Company will have its cash investment returned with a premium. If the closing market price is at or below the pre-determined price, the Company will receive the number of shares specified at the agreement inception. The Company considers the guidance in ASC Topic 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity and ASC Topic 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock. Any cash received, including the premium, is treated as additional paid-in capital on the balance sheet.

During the fiscal year ended March 31, 2012 and 2011, the Company entered into structured stock repurchase agreements totaling $10.0 million during each period. For those agreements that had been settled during the fiscal year ended March 31, 2012, the Company received 1.0 million in shares of its common stock at an effective purchase price of $9.74 per share from the settled structured stock repurchase agreements. For those agreements that had been settled during the fiscal year ended March 31, 2011, the Company received $15.5 million in cash and 0.5 million in shares of its common stock at an effective purchase price of $10.01 per share from the settled structured stock repurchase agreements. At March 31, 2012, the Company had no outstanding structured stock repurchase agreements. From the inception of the Company's most recent stock repurchase program in August 2004, it entered into structured stock repurchase agreements totaling $277.5 million. Upon settlement of these agreements, as of March 31, 2012, the Company received $179.8 million in cash and 10.0 million shares of its common stock at an effective purchase price of $9.78 per share.

The table below is a plan-to-date summary of the Company's repurchase program activity as of March 31, 2012 (in thousands, except per share data):


	Aggregate Price		Repurchased Shares		Average Price Per Share
Stock repurchase program
Authorized amount	$	300,000	$	—	$	—
Open market repurchases		172,958		17,158		10.08
Structured stock repurchase agreements*		110,517		9,989		11.06

Total repurchases	$	283,475	$	27,147	$	10.44

Available for repurchase	$	16,525

The amounts above do not include gains recorded to additional paid-in-capital of $12.8 million from structured stock repurchase agreements which settled in cash. The average price per share for structured stock repurchase agreements adjusted for gains from settlements in cash would have been $9.78 per share and for total repurchases would have been $9.97 per share.

Stock Options

The Company has granted stock options to employees and non-employee directors under several plans. These option plans include two stockholder-approved plans (the 1992 Stock Option Plan and 1997 Directors' Stock Option Plan) and four plans not approved by stockholders (the 2000 Equity Incentive Plan, Cimaron Communications Corporation's 1998 Stock Incentive Plan assumed in the fiscal 1999 merger, and JNI Corporation's 1997 and 1999 Stock Option Plans assumed in the fiscal 2004 merger). Certain other outstanding options were assumed through the Company's various acquisitions.

In April 2011, the Compensation Committee and the Board of Directors approved the Company's 2011 Equity Incentive Plan ("2011 Plan"). The Company's stockholders approved the 2011 Plan during its August 2011 annual meeting. The 2011 Plan serves as a successor to the 1992 Plan and no additional equity awards will be granted under the 1992 Plan. The total number of shares of common stock reserved for issuance under the 2011 Plan consists of 4.2 million shares plus up to 10.9 million shares subject to any stock awards under the 1992 Plan or the 2000 Plan that terminate or are forfeited or repurchased and would otherwise be returned to the share reserve under the 1992 Plan or the 2000 Plan, respectively.

The Board has delegated administration of the Company's equity plans to the Compensation Committee, which generally determines eligibility, vesting schedules and other terms for awards granted under the plans. Options under the plans expire not more than ten years from the date of grant and are generally exercisable upon vesting. Vesting generally occurs over four years. New hire grants generally vest and become exercisable at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over a period of 36 months thereafter; subsequent option grants to existing employees generally vest and become exercisable ratably on a monthly basis over a period of 48 months measured from the date of grant.

In May 2009, Dr. Gopi, our CEO, was awarded 300,000 stock options for "Extraordinary Accomplishment." The Black-Scholes value of these stock options is $1.1 million. These options will vest only if Company performance milestones are satisfied; otherwise they will expire unvested. The first milestone for 75,000 shares will vest only if we achieve an annual revenue target of $270 million or more for any fiscal year from fiscal 2010 through fiscal 2013. The next milestone for another 75,000 shares will vest only if we achieve an annual revenue target of $310 million or more for any fiscal year from fiscal 2010 through fiscal 2013 or an annual revenue target of $350 million or more for fiscal 2014. The last milestone for 150,000 shares will vest only if we achieve an annual operating margin of 13.5% of annual revenue or higher in fiscal 2013 or 15% or higher for any fiscal year from fiscal 2010 through fiscal 2012. The Company evaluates the probability of achieving the milestones and adjusts any stock option expense accordingly.

In February 2012, Dr. Gopi, our CEO, was awarded 500,000 restricted stock units. The Black-Scholes value of these stock options is $3.7 million. These options will vest only if the Company's performance milestones relating to the Veloce merger are satisfied; otherwise they will expire unvested. The Company evaluates the probability of achieving the milestones and adjusts any stock option expense accordingly.

At March 31, 2012, 2011, and 2010 there were no shares of common stock subject to repurchase. Options are granted at prices at least equal to fair value of the Company's common stock on the date of grant.

A summary of the Company's stock option activity and related information is as follows (options in thousands):


	Fiscal Years Ended March 31,
	2012					2011					2010
	Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Outstanding at the beginning of the year		5,390		$	11.91		6,310		$	11.76		7,923		$	13.60
Granted and assumed		250			10.10		599			11.89		1,141			7.55
Exercised		(156	)		5.11		(549	)		7.32		(407	)		4.92
Forfeited		(1,320	)		16.20		(970	)		13.60		(2,347	)		17.09

Outstanding at the end of the year		4,164		$	10.67		5,390		$	11.90		6,310		$	11.76

Vested and expected to vest at the end of the year		4,112		$	10.69		5,288		$	11.96		6,156		$	11.88

Vested at the end of the year		3,119		$	11.28		3,810		$	13.35		4,125		$	14.21

While the Company's stock options outstanding at the end of the year have decreased since the fiscal year ended March 31, 2010, there has been a corresponding increase in the Company's restricted stock unit activity. See "Restricted Stock Units."

The following is a further breakdown of the options outstanding at March 31, 2012 (options in thousands):


Range of Exercise Prices	Options Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Options Exercisable		Weighted Average Exercise Price
$ 0.52 - $ 7.12		922		3.58	$	6.38		459	$	5.10
7.13 - 8.07		854		4.57		7.71		752		7.7
8.08 - 11.86		976		5.39		10.34		609		10.09
11.87 - 14.40		853		3.80		12.95		740		13.06
14.41 - 26.60		559		2.09		19.38		559		19.38

$ 0.52 - $ 26.60		4,164		4.05	$	10.67		3,119	$	11.28

As of March 31, 2012, the aggregate pre-tax intrinsic value of options outstanding and exercisable was $0.5 million and options outstanding was $0.6 million. The aggregate pre-tax intrinsic value of options exercised during the fiscal year ended March 31, 2011 was $2.1 million.

Restricted Stock Units

The Company has granted restricted stock units ("RSUs") pursuant to its 1992 Plan and 2000 Equity Incentive Plan as part of its regular annual employee equity compensation review program as well as to new hires. RSUs are share awards that, upon vesting, will deliver to the holder shares of the Company's common stock. Generally, RSUs vest ratably on a quarterly basis over four years from the date of grant. For employees hired after May 15, 2006, RSUs will vest on a quarterly basis over four years from the date of hire provided that no shares will vest during the first year of employment, at the end of which the shares that would have vested during that year will vest and the remaining shares will vest over the remaining 12 quarters.

In May 2009, the Company issued three-year performance-based RSU grants, or "EBITDA" Grants. Vesting for the EBITDA Grants is subject to (i) the Company's performance as measured by earnings before interest, taxes, depreciation and amortization ("EBITDA"), and (ii) individual performance as measured by the accomplishment of goals and objectives. For the fiscal year ended March 31, 2012, no EBITDA performance awards vested as the Company did not exceed its "stretch" EBITDA target. For the fiscal years ended March 31, 2011 and 2010, 36% and 34%, respectively, of the three-year performance pool had vested because the Company's performance did exceed its "stretch" EBITDA target. The Company evaluates the probability of achieving the milestones and adjusts any RSU expense which is included in stock-based compensation expense. The EBITDA1 grant was completed in 2012 and no additional grants will be made under this grant.

In April 2011, the Committee authorized additional three-year performance-based RSU grants, or "EBITDA2" Grants. EBITDA2 Grants are similar to the EBITDA Grant program introduced in 2009 with one major exception. For Vice Presidents, the Company EBITDA attainment scale must be 50% or more for RSU share vesting to occur in that year. As with the previous EBITDA program, unearned amounts based on Company performance will roll over to the subsequent year, offering a "make-up" opportunity based on future company performance and unvested RSU shares remaining at the end of the three-year program period will expire unvested. The Company evaluates the probability of achieving the milestones and adjusts any RSU expense which is included in stock-based compensation expense.

In November 2011, the Committee authorized additional 18-month performance-based RSU grants, or "Performance Retention Grants", which are intended to incentivize superior performance and retain key employees. Vesting for the Performance Retention Grants is subject to (i) the accomplishment of goals and objectives of the individual's business unit and (ii) individual performance as measured by the accomplishment of individual goals and objectives. These RSU shares vest 2/3 after one year, with certain unearned amounts able to roll over to the subsequent vesting period, and 1/3 after 18 months. Unvested RSU shares remaining at the end of the 18-month program period will expire unvested. The Company evaluates the probability of achieving the goals and objectives and adjusts any RSU expense which is included in stock-based compensation expense.

A summary of the Company's restricted stock unit activity and related information in the three fiscal years ended March 31, 2012 is as follows (shares in thousands):


	Fiscal Years Ended March 31,
	2012			2011			2010
Outstanding at the beginning of the year		3,074			3,687			1,467
Awarded during the year		8,833			1,584			3,716
Vested during the year		(1,701	)		(1,557	)		(624	)
Cancelled during the year		(962	)		(640	)		(872	)

Outstanding at the end of the year		9,244			3,074			3,687

The weighted average remaining contractual term for the restricted stock units outstanding as of March 31, 2012 was 1.7 years.

As of March 31, 2012, the aggregate pre-tax intrinsic value of restricted stock units outstanding was $64.2 million and the aggregate pre-tax intrinsic value of restricted stock units released during the fiscal year ended March 31, 2012 was $15.5 million.

Employee Stock Purchase Plan

The Company has in effect an employee stock purchase plan under which 4.8 million shares of common stock was reserved for issuance. In August 2010, the Company's stockholders approved the proposal to increase the number of shares reserved for issuance to 6.3 million shares. Under the terms of this plan, purchases are made semiannually and the purchase price of the common stock is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. During the fiscal years ended March 31, 2012 and 2011, 0.9 million and 0.4 million respectively shares were issued each year under this plan. At March 31, 2012, 6.2 million shares had been issued under this plan and 0.9 million shares were available for future issuance.

Warrants

On May 17, 2009, the Company entered into a development agreement with Veloce pursuant to which Veloce agreed, among other things, to perform development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company's common stock (the "Warrant"). The Warrant vesting schedule was amended in conjunction with the amended development agreement on November 8, 2010. In connection with the Merger Agreement amendment entered into on April 5, 2012, the Company and Veloce further modified the Warrant by fully accelerating the vesting schedule thereunder. See Note 4 for further details of the agreements amended on April 5, 2012.

The Warrant expires on July 15, 2014 and has an exercise price of $0.01 per share. The Warrant was 69% vested as of March 31, 2012. The remaining Warrant shares were scheduled to vest quarterly through December 2012, but were fully accelerated effective April 5, 2012. A portion of the vested shares has been committed to be distributed to the employees of Veloce. Such committed portion has been and will continue to be settled in cash instead of common stock, pursuant to which Veloce sells the committed shares and distributes the proceeds to its employees. Therefore, the Company has recognized stock-based compensation expense which is included in R&D expense and recorded a corresponding liability for the amount to be distributed as of March 31, 2012. No stock-based compensation expense has been recognized for the portion of the Warrant that has been retained by Veloce.

Common Shares Reserved for Future Issuance

At March 31, 2012, the Company has the following shares of common stock reserved for issuance upon the exercise of equity instruments (in thousands):


Options granted and outstanding			4,164
Restricted Stock Units			9,244
Options and RSUs authorized for future grants			1,231
Employee Stock Purchase Plan			898
Warrants outstanding			203

			15,740

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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