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. At December 31, 2013, there are no preferred shares outstanding.

Common Stock

At December 31, 2013, the Company had 375.0 million shares authorized for issuance and approximately 74.2 million shares issued and outstanding. At March 31, 2013, there were approximately 68.0 million shares issued and outstanding.

Employee Stock Purchase Plan ("ESPP")

Under the Company's 1998 Employee Stock Purchase Plan ("1998 Plan"), the Company had 6.3 million shares reserved for issuance. In August 2012, the Company’s stockholders approved the proposal to reserve an additional 1.8 million shares under the 2012 Employee Stock Purchase Plan ("2012 Plan"). Upon adoption of the 2012 Plan, the 1998 Plan was terminated. Under the terms of the 2012 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 nine months ended December 31, 2013 and 2012, 0.3 million and zero shares were issued under the 2012 plan, respectively. In addition, during the nine months ended December 31, 2012, 0.4 million shares were issued under the 1998 plan. At December 31, 2013, 0.8 million shares were available for future issuance from the 2012 Plan.

Stock Repurchase Program

In August 2004, the Board of Directors 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 agreements. In October 2008, the Board of Directors increased the stock repurchase program by $100.0 million. There were no stock repurchases during the nine months ended December 31, 2013. During the nine months ended December 31, 2012, approximately 0.1 million shares were repurchased on the open market at a weighted average price of $5.18 per share. From the time the program was first implemented in August 2004, the Company has repurchased on the open market a total of 17.3 million shares at a weighted average price of $10.04 per share. All repurchased shares were retired upon delivery to the Company. As of December 31, 2013, the Company had $15.9 million available in its stock repurchase program.

Stock Options

The Company has granted stock options to employees and non-employee directors under several plans. These option plans include three stockholder-approved plans (1992 Stock Option Plan, 1997 Directors’ Stock Option Plan and 2011 Equity Incentive Plan) and four plans not approved by stockholders (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.

Option activity under the Company’s stock incentive plans during the nine months ended December 31, 2013 is set forth below (in thousands, except per share data):



	Number of Shares		Weighted Average Exercise Price Per Share
Outstanding at the beginning of the year	3,492		$	10.26
Granted	40		7.35
Exercised	(641	)	9.50
Cancelled	(420	)	11.36
Outstanding at the end of the period	2,471		$	10.22
Vested and expected to vest at the end of the period	2,470		$	10.22
Vested and exercisable at the end of the period	2,344		$	10.31

At December 31, 2013, the weighted average remaining contractual term for options outstanding and vested is 2.8 years.

The aggregate pretax intrinsic value of options exercised during the nine months ended December 31, 2013 was approximately $1.7 million. This intrinsic value represents the excess of the fair market value of the Company’s common stock on the date of exercise over the exercise price of such options.

The weighted average remaining contractual life and weighted average per share exercise price of options outstanding and of options exercisable as of December 31, 2013 were as follows (in thousands, except exercise prices and years):



	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
$ 1.68 - $ 7.60	562	3.28	$	6.71	473	$	6.63
7.61 - 7.67	650	2.58	7.67		650	7.67
7.68 - 11.86	430	3.55	10.49		406	10.42
11.87 - 14.20	493	2.61	12.87		478	12.89
14.21 - 23.32	336	1.55	16.78		337	16.78
$ 1.68 - $23.32	2,471	2.77	$	10.22	2,344	$	10.31

As of December 31, 2013, the aggregate pre-tax intrinsic value of options outstanding and exercisable was approximately $9.0 million and $8.4 million, respectively. The aggregate pre-tax intrinsic values were calculated based on the closing price of the Company’s common stock of $13.37 on December 31, 2013.

Restricted Stock Units ("RSUs")

The Company has granted RSUs pursuant to its 1992 Plan, 2000 Equity Incentive Plan and 2011 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 April 2011, the Committee authorized three-year performance-based RSU grants, or “EBITDA2” Grants. Fiscal 2012 and 2013 were declared as zero attainment years and vesting target shares have rolled over to fiscal 2014. The Company expects that all shares issued under the EBITDA2 program will expire unvested when the program concludes in May 2014.

In November 2011 and February 2012, the Committee authorized additional 18-month performance-based RSU grants, or “Performance Retention" Grants, which were intended to incentivize superior performance and retain key employees. In May 2012, the Committee authorized 12-month Performance Retention Grants. Vesting for the Performance Retention Grants was 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. The 18-month RSU shares generally vested 2/3 after one year, with certain unearned amounts able to roll over to the subsequent vesting period, and 1/3 after 18 months. The 12-month RSU shares had the opportunity to vest after 1 year. Unvested RSU shares remaining at the end of the program period expired unvested. This program has concluded and no further grants will be made under this program.

In February 2012, Dr. Gopi was awarded 500,000 performance-based RSUs based on three underlying performance milestones. The value of these RSUs is $3.7 million. The award associated with each underlying milestone 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 recognizes expense accordingly. As of December 31, 2013, the first two performance milestones have been completed and the third and final performance milestone was assessed as being probable of attainment, and the associated stock-based compensation expense has been recorded in the Company's Condensed Consolidated Financial Statements. In November 2013, Dr. Gopi was awarded an additional 500,000 RSUs of which 200,000 RSUs were vested on the grant date and the remaining 300,000 RSUs will vest upon the attainment of certain specified X-Gene and X-Weave commercialization goals. The value of these performance-based RSUs is $3.2 million.

In May and November 2013, the Committee authorized performance-based market stock units or "MSUs". The MSUs will be earned, if at all, based on the Company's Total Shareholder Return (“TSR”) compared to that of the SPDR S&P Semiconductor Index ("Index”) over a two-year performance period (for half of the MSU award) and a three-year performance period (for the remaining half of the MSU award). The MSUs will vest between ranges of 0% and 150% based on the Company's relative TSR compared to the Index.

In May 2013, the Committee authorized an annual incentive compensation plan the (“FY2014 Short Term Plan”), that, if earned, would become payable in RSUs on May 15, 2014. The FY 2014 Short Term Plan will pay out based on fiscal 2014 revenue and non-GAAP earnings per share metrics. The award payouts for each corporate financial measure will range from 50% to 150% of the pre-established target level based on the Company's actual performance for fiscal 2014.

Restricted stock unit activity during the nine months ended December 31, 2013 is set forth below (in thousands):



	Number of Shares
Outstanding at the beginning of the year	6,444
Awarded	3,069
Vested	(2,048	)
Cancelled	(1,510	)
Outstanding at the end of the period	5,955

The weighted average remaining contractual term for the restricted stock units outstanding as of December 31, 2013 was 1.0 year.

As of December 31, 2013, the aggregate pre-tax intrinsic value of restricted stock units outstanding was $79.6 million which includes performance-based awards which are subject to milestone attainment. The aggregate pretax intrinsic values were calculated based on the closing price of the Company’s common stock of $13.37 on December 31, 2013.

The aggregate pretax intrinsic value of RSUs released during the nine months ended December 31, 2013 was $18.8 million. This intrinsic value represents the fair market value of the Company’s common stock on the date of release.

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”). 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 resulting in the recognition of approximately $1.3 million of stock compensation expense during the quarter ended June 30, 2012.