Stockholders' Equity

6 Months Ended

Sep. 30, 2015

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

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 (1992 Equity Incentive Plan and 2011 Equity Incentive Plan) and one plan not approved by stockholders (2000 Equity Incentive Plan). Certain other outstanding options were assumed through the Company’s various acquisitions.

A summary of the Company's stock option activities and related information during the six months ended September 30, 2015 is as follows:

	Number of Shares (thousands)		Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (millions)
Outstanding at the beginning of the year	1,794		$	9.15
Granted	—		—
Exercised	(25	)	$	5.23		—		(1	)
Cancelled	(99	)	$	10.65
Outstanding at the end of the period	1,670		$	9.12	1.4	$	—	(2	)
Vested and expected to vest at the end of the period	1,670		$	9.12	1.4	$	—	(2	)
Vested and exercisable at the end of the period	1,670		$	9.12	1.4	$	—	(2	)

(1) The aggregate pre-tax intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the shares.

(2) The aggregate pre-tax intrinsic value is calculated as the difference between the market value as of September 30, 2015 and the exercise price of the shares. The closing price of the Company’s common stock was $5.31 per share on September 30, 2015.

Restricted Stock Units

The Company has granted RSUs to employees and non-employee directors pursuant to its 1992 Equity Incentive Plan and 2011 Equity Incentive Plan. 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 new employee grants, 25% of RSUs will vest on the first year anniversary of the grant date and the remaining shares will vest ratably on a quarterly basis.

In May and November 2013 and May and October 2014, the Compensation Committee (the "Committee") authorized market-performance based RSUs ("MSUs"). The MSUs will be earned, if at all, based on the Company's Total Shareholder Return (“TSR”) compared to that of the Standard & Poor's Depositary Receipts (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. Total grant-date fair value of these MSUs was $4.5 million, of which $1.3 million expired unvested as of September 30, 2015.

In March 2015, the Committee authorized an incentive compensation program with respect to fiscal 2016 (the “Incentive Compensation Program”). Total value of the Incentive Compensation Program was $6.7 million as of September 30, 2015, of which $3.3 million was recognized during the six months ended September 30, 2015. Awards under the Incentive Compensation Program pay out in fully vested shares of common stock on a quarterly basis over a one-year period. 

In May 2015, the Committee authorized an annual incentive compensation plan with respect to fiscal 2016 (the “FY2016 Short-Term Incentive Plan”). The FY2016 Short-Term Incentive Plan will pay out based on our actual performance as measured against revenue. The award payouts range from 50% to 150% of the pre-established target level based on the Company's actual performance for fiscal 2016. Awards under the FY2016 Short-Term Incentive Plan will be payable, if at all, in fully vested shares of common stock or cash on May 16, 2016.

RSU activities during the six months ended September 30, 2015 is set forth below (in thousands):

	Number of Shares
Outstanding at the beginning of the year	4,328
Awarded	1,474
Vested	(1,462	)
Cancelled	(342	)
Outstanding at the end of the period	3,998

The weighted average remaining contractual term for the RSUs outstanding as of September 30, 2015 was 1.2 years.

As of September 30, 2015, the aggregate pre-tax intrinsic value of RSUs outstanding was $21.2 million. The aggregate pretax intrinsic value was calculated based on the closing price of the Company’s common stock of $5.31 on September 30, 2015.

The aggregate pre-tax intrinsic value of RSUs vested during the six months ended September 30, 2015 was $8.8 million. This intrinsic value represents the fair market value of the Company’s common stock on the date of release.

Employee Stock Purchase Plan

Under the Company's 2012 Employee Stock Purchase Plan, or ESPP, the Company reserved 1.8 million shares for issuance. In August 2014, the Company’s stockholders approved to reserve an additional 2.0 million shares under the ESPP. Under the terms of the ESPP, eligible employees are entitled to purchase common stock, on a semi-annual basis, at a purchase price 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. At September 30, 2015, 1.6 million shares were available for future issuance under the ESPP.

Employees purchased 0.2 million shares at an average price of $4.46 and 0.2 million shares at an average price of $7.09 for the six months ended September 30, 2015 and 2014, respectively. The intrinsic value of shares purchased during the six months ended September 30, 2015 and 2014 was $0.4 million and $0.3 million, respectively. The intrinsic value is calculated as the difference between the market value on the date of purchase and the purchase price of the shares.