EMPLOYEE BENEFIT PLANS AND STOCK-BASED COMPENSATION

The Company’s stock benefit plans include the employee stock purchase plan and current active stock plans adopted in 1995 and 2002 as well as one stock plan in connection with an acquisition in 2010. See Note 13, “Employee Benefit Plans and Stock-based Compensation” of Notes to Consolidated Financial Statements in the 2015 Form 10-K for details pertaining to each plan. The Company also assumed two existing TVN’s employee equity benefit plans in connection with the TVN acquisition.

Stock Options and RSUs

In connection with the Company’s acquisition of TVN, the Company agreed to make grants of restricted stock units (“RSUs”) with respect to a total of up to 1,750,000 shares (taking into account the share count provision for RSUs in the Company’s 1995 Stock Plan). The Company’s stockholders approved an amendment to the 1995 Stock Plan at the Company’s 2016 annual meeting of stockholders (“2016 Annual Meeting”) which increased the number of shares of common stock reserved for issuance under the 1995 Stock Plan by 2,000,000 shares.

The following table summarizes the Company’s stock option and RSU activities during the six months ended July 1, 2016 (in thousands, except per share amounts):



			Stock Options Outstanding				Restricted Stock Units Outstanding
	Shares Available for Grant		Number of Shares		Weighted Average Exercise Price		Number of Units		Weighted Average Grant Date Fair Value
Balance at December 31, 2015	6,150		5,674		$	6.56	2,182		$	6.99
Authorized	2,000		—		—		—		—
Granted	(2,890	)	886		3.15		1,336		3.14
Options exercised	—		(1	)	2.25		—		—
Shares released	—		—		—		(1,054	)	6.72
Forfeited or cancelled	1,754		(1,375	)	6.43		(253	)	5.89
Balance at July 1, 2016	7,014		5,184		$	6.02	2,211		$	4.74

The following table summarizes information about stock options outstanding as of July 1, 2016 (in thousands, except per share amounts):



	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Vested and expected to vest	4,882	$	6.07	4.1	$	98
Exercisable	3,057	6.54		3.0	98

The intrinsic value of options vested and expected to vest and exercisable as of July 1, 2016 is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of July 1, 2016. The intrinsic value of options exercised is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. The intrinsic value of options exercised during the three and six month periods ended July 3, 2015 was $0.3 million and $1.6 million, respectively. The intrinsic value of options exercised during the three and six month periods ended July 1, 2016 were minimal.

The following table summarizes information about RSUs outstanding as of July 1, 2016 (in thousands, except per share amounts):



	Number of Shares Underlying Restricted Stock Units	Weighted Average Remaining Vesting Period (Years)	Aggregate Fair Value
Vested and expected to vest	1,959	0.9	$	5,897

The fair value of RSUs vested and expected to vest as of July 1, 2016 is calculated based on the fair value of the Company’s common stock as of July 1, 2016.

Employee Stock Purchase Plan

The Company’s stockholders approved an amendment to the 2002 Employee Stock Purchase Plan (the “ESPP”) at the 2016 Annual Meeting which increased the number of shares of common stock reserved for issuance under the ESPP by 1,500,000 shares. As of July 1, 2016, the number of shares of common stock available for issuance under the “ESPP” was 906,390. In the event that there are insufficient shares in the plan to fully fund the issuance, the available shares will be allocated across all participants based on their contributions relative to the total contributions received for the offering period.

TVN Employee Equity Benefit Plan

TVN’s existing employee equity benefit plans consist of the French Employee Incentive plan and the Overseas Long Term Incentive plan. The Company’s acquisition of TVN gave rise to a change-in-control event which causes both plans to become fully vested and the settlement of both plans have to be made in cash according to the agreements. The payment was made in full in the second quarter of 2016 in the amount of approximately $2.9 million upon finalizing the closing adjustments to the TVN purchase price which has an impact on the valuation of the equity value of each plan.

TVN Retirement Benefit Plan

As part of the TVN acquisition the Company assumed obligations under defined benefit pension plans which were unfunded as of the acquisition date. Under French law, TVN French Subsidiary is required to make certain payments to employees upon their retirement from the Company. These payments are based on the retiring employee’s salary for a number of months that varies according to the employee’s period of service and position. Salary used in the calculation is the employee’s average monthly salary for the twelve months prior to retirement. The payments are made in one lump-sum at the time of retirement.

The present value of the company’s obligation for these lump-sum payments is determined on an actuarial basis and the actuarial valuation takes into account the employees’ age and period of service with the company; projected mortality rates, mobility rates and increases in salaries; and a discount rate of 2% per annum.

The present value of the Company’s defined benefit pension plan obligations as of July 1, 2016 and changes to the Company’s defined benefit pension plan obligations are shown below (in thousands):



	July 1, 2016
Projected benefit obligation:
Acquired from TVN acquisition	$	5,907
Service cost	94
Interest cost	39
Foreign currency translation adjustment	27
As of July 1, 2016	$	6,067
Presented on the Condensed Consolidated Balance Sheets under:
Current portion (presented under “Accrued liabilities”)	$	243
Long-term portion (presented under “Other non-current liabilities”)	$	5,824

The plan was unfunded as of July 1, 2016. There were no amounts recognized in accumulated other comprehensive loss as of July 1, 2016. There are no contributions to the plan required by any laws or funding regulations, discretionary contributions or non-cash contributions expected to be made. Net periodic costs for the three and six months ended July 1, 2016 were $100,000 and $133,000, respectively.

The following assumptions were used in determining the Company’s pension obligation:



	July 1, 2016
Discount rate	2.0	%
Mobility rate	2.2	%
Salary progression rate	2.0	%

The Company evaluates the discount rate assumption annually. The discount rate used for the Company’s valuation study was based on the rate of long-term Euro zone AA rated 10 years corporate bonds as of December 31, 2015, which yielded 2.0%.

The Company also evaluates other assumptions related to demographic factors, such as retirement age, mortality rates and turnover periodically, updating them to reflect experience and expectations for the future. The mortality assumption related to the Company’s defined benefit pension plan used mortality tables published in January 2016 by the French National Institute of Statistics and Economic Studies.

Future benefits expected to be paid in each of the next five years, and in the aggregate for the five year period thereafter are as follows (in thousands):



Years ending December 31,
2016 (remaining six months)	$	47
2017	117
2018	227
2019	366
2020	433
2021 - 2025	2,311
	$	3,501

401(k) Plan

The Company has a retirement/savings plan for the U.S. employees which qualifies as a thrift plan under Section 401(k) of the Internal Revenue Code. This plan allows participants to contribute up to the applicable Internal Revenue Code limitations under the plan. The Company has made discretionary contributions to the plan of 25% of the first 4% contributed by eligible participants, up to a maximum contribution per participant of $1,000 per year. The contributions for the six months ended July 1, 2016 and July 3, 2015 were $241,000 and $242,000, respectively.

Stock-based Compensation

The following table summarizes stock-based compensation expense for all plans (in thousands):



	Three months ended				Six months ended
	July 1, 2016		July 3, 2015		July 1, 2016		July 3, 2015
Stock-based compensation in:
Cost of revenue	$	424	$	422	$	651	$	950
Research and development expense	841		1,027		1,810		2,175
Selling, general and administrative expense	1,503		2,435		3,401		4,893
Total stock-based compensation in operating expense	2,344		3,462		5,211		7,068
Total stock-based compensation	$	2,768	$	3,884	$	5,862	$	8,018

As of July 1, 2016, the Company had approximately $10.4 million of unrecognized stock-based compensation expense related to the unvested portion of its stock options and RSUs that is expected to be recognized over a weighted-average period of approximately 1.8 years.

Valuation Assumptions

The Company estimates the fair value of employee stock options and stock purchase rights under the ESPP using a Black-Scholes option valuation model. The value of the stock purchase rights under the ESPP consists of: (1) the 15% discount on the purchase of the stock; (2) 85% of the fair value of the call option; and (3) 15% of the fair value of the put option. The call option and put option were valued using the Black-Scholes option pricing model. At the date of grant, the Company estimated the fair value of each stock option grant and stock purchase right granted under the ESPP using the following weighted average assumptions:



	Employee Stock Options
	Three months ended				Six months ended
	July 1, 2016		July 3, 2015		July 1, 2016		July 3, 2015
Expected term (years)	4.30		4.60		4.30		4.70
Volatility	36	%	37	%	36	%	38	%
Risk-free interest rate	1.1	%	1.5	%	1.4	%	1.5	%
Expected dividends	0.0	%	0.0	%	0.0	%	0.0	%



	ESPP Purchase Period Ending
	June 30, 2016		June 30, 2015
Expected term (years)	0.50		0.50
Volatility	54	%	35	%
Risk-free interest rate	0.4	%	0.1	%
Expected dividends	0.0	%	0.0	%
Estimated weighted average fair value per share at purchase date	$1.19		$1.75

The expected term of the employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. The computation of expected term was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The expected term of the stock purchase rights under the ESPP represents the period of time from the beginning of the offering period to the purchase date. The Company uses its historical volatility for a period equivalent to the expected term of the options to estimate the expected volatility. The risk-free interest rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model.

The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

The weighted-average fair value per share of options granted was $1.07 and $2.44 for the three months ended July 1, 2016 and July 3, 2015, respectively. The weighted-average fair value per share of options granted was $0.97 and $2.63 for the six months ended July 1, 2016 and July 3, 2015, respectively.

The fair value of all stock options vested during the three months ended July 1, 2016 and July 3, 2015 was $0.4 million and $0.6 million, respectively. The fair value of all stock options vested during the six months ended July 1, 2016 and July 3, 2015 was $1.4 million and $1.9 million, respectively.

There were no realized tax benefits attributable to stock options exercised in jurisdictions where this expense is deductible for tax purposes for the three and six months ended July 1, 2016. The total realized tax benefit attributable to stock options exercised during the three and six months ended July 3, 2015 was $120,000 and $22,000, respectively.

The aggregate fair value of all RSUs issued during the three months ended July 1, 2016 and July 3, 2015 was $0.5 million and $1.6 million, respectively. The aggregate fair value of all RSUs issued during the six months ended July 1, 2016 and July 3, 2015 was $7.1 million and $7.6 million, respectively.