Share-Based Compensation

Financial Statement Effects and Presentation. The following table summarizes pre-tax share-based compensation included in the Consolidated Statements of Income for fiscal years 2017, 2016 and 2015:



	Fiscal Year Ended
(in thousands)	January 29, 2017		January 31, 2016			January 25, 2015
Revenue offset	$	5,396	$	—		$	—
Cost of sales	1,591		1,555			1,621
Selling, general and administrative	18,019		10,055			17,387
Product development and engineering	5,822		8,858			10,621
Share-based compensation	$	30,828	$	20,468		$	29,629
Net change in share-based compensation capitalized into inventory	$	38	$	(98	)	$	111

The Company hasn't realized any tax benefits from stock option exercise activity for fiscal years 2017, 2016 and 2015 because of taxable losses in the United States ("U.S.").

Grant Date Fair Values and Underlying Assumptions:

The Company uses the Black-Scholes pricing model to value stock options. The estimated fair value of restricted stock units, for which vesting is not linked to a market condition, is calculated based on the market price of the Company’s common stock on the date of grant. For restricted stock units that vest according to a market condition, the Company uses a Monte Carlo simulation model to value the award.

The following table summarizes the assumptions used in the Black-Scholes model to determine the fair value of stock options granted in fiscal years 2017, 2016 and 2015:



	Fiscal Year Ended
	January 29, 2017	January 31, 2016	January 25, 2015
Expected lives, in years	4.1 - 4.5	4.2 - 4.3	3.0 - 4.4
Estimated volatility	31% - 32%	29% - 32%	33% - 40%
Dividend yield	—	—	—
Risk-free interest rate	1.04% - 1.51%	1.24% - 1.49%	0.74% - 1.47%
Weighted average fair value on grant date	$5.71	$6.08	$7.18

The assumptions used in the Black-Scholes option pricing model were determined as follows:


•	Fair Value of Common Stock - The closing price on the date of the grant.


•	Expected Term - The expected term represents the period that our stock-based awards are expected to be outstanding.


•	Expected Volatility - The expected volatility was derived from the annualized volatility of the Company's closing stock price over the preceding three or four years depending upon the life of the option award.


•	Risk-Free Interest Rate - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the stock option grants.


•	Dividend Rate - We have never declared or paid any cash dividends and do not plan to pay cash dividends in the foreseeable future, and, therefore, use an expected dividend yield of zero.

Stock Options. The Company has historically granted non-qualified stock options to both employees and non-employee directors. The fair value of these grants was measured on the grant date. The grant date for these awards is equal to the measurement date. These awards are valued as of the measurement date and recognized as an expense over the requisite vesting period (typically 3-4 years). The number of shares authorized per the equity incentive plan is 14,832,355. The maximum contractual term of equity share options is ten years.

The following table summarizes the activity for stock options for fiscal years 2017:



(in thousands, except for per share amounts)	Number of Shares		Weighted Average Exercise Price (per share)		Aggregate Intrinsic Value ⁽¹⁾		Number of Shares Exercisable	Weighted Average Contractual Term (years)
Balance at January 31, 2016	1,507		25.18		962		775
Options granted	365		20.71
Options exercised	(258	)	22.30		1,723
Options cancelled/forfeited	(103	)	22.30
Balance at January 29, 2017	1,511		$	24.79	$	13,503	759
Exercisable at January 30, 2017	759		$	26.90	$	5,210		2.4
Vested and expected to vest after January 30, 2017	1,431		$	24.95	$	12,598		3.4

(1) The aggregate intrinsic value of stock options vested and exercisable and vested and expected to vest as of January 29, 2017 is calculated based on the difference between the exercise price and the closing price $33.70 of the Company's common stock on January 27, 2017.

The following table summarizes information regarding unvested stock option awards at January 29, 2017:



(in thousands, except for per share amounts)	Number of Shares		Weighted Average Exercise Price (per share)		Weighted Average Grant Date Fair Value (per share)		Weighted Average Remaining Expense Period (years)
Balance at January 31, 2016	729		24.84		7.00		2.2
Options granted	364		20.71		5.71
Options vested	(285	)	26.34		7.69
Options forfeited	(59	)	19.99		5.64
Balance at January 29, 2017	749		$	22.66	$	6.29	2.0

Performance-Based Units. The Company grants performance-based restricted stock units to select employees. These awards have a performance condition in addition to a service condition. The performance metrics are determined based on a pre-defined cumulative three-year performance of the Company’s revenue and non-GAAP operating income measured against internal goals. The performance award which is granted in any fiscal year will be tied to the Company’s performance of that fiscal year and the succeeding two fiscal years. The performance award recipients must be employed for the entire three-year period, which is the explicit service and requisite service period, and be an active employee at the time of vesting of the awards (cliff vesting at the end of the third year). Under the terms of these awards, assuming the highest performance level of 200% with no cancellations due to forfeitures, the maximum number of shares that can be earned would be 378,000 shares and an additional 378,000 shares would be settled in cash. The Company would have a liability accrued under "Other liabilities" within the consolidated balance sheets equal to the value of 378,000 shares on the settlement date, which would be settled in cash. Only cash performance-based restricted stock unit awards are classified as liabilities and the value of these awards is re-measured at each reporting date. At January 29, 2017, the performance metrics associated with the outstanding awards issued in fiscal years 2017 and 2016 are expected to be met at a level which would result in a grant at 190% and 0% of target, respectively. The awards for fiscal year 2014 did not meet the required performance level and were cancelled.

The performance-based restricted stock units are valued as of the measurement date and expense is recognized on a straight line basis for the awards expected to vest based on the probability of attainment of the performance condition for each separately vesting portion of the award.

The following table summarizes the activity for performance-based restricted stock units for fiscal years 2017 and 2016:



			Subject to Share Settlement		Subject to Cash Settlement				Weighted Average Grant Date		Aggregate		Period Over Which Expected
(in thousands, except for per share amounts)	Total Units		Units		Units		Recorded Liability		Fair Value (per share)		Unrecognized Compensation		to be Recognized (in years)
Balance at January 31, 2016	384		203		181		237		26.57		1,925		1.5
Performance units granted	231		116		115				17.51
Performance units vested	—		—		—		—		—
Performance units cancelled/forfeited	(232	)	(124	)	(108	)			24.63
Change in liability			—				1,440
Balance at January 29, 2017	383		195		188		$	1,677	$	22.31	$	8,105	1.6

The liability associated with performance-based restricted stock units decreased by $1.4 million in fiscal year 2017 due to the re-measurement adjustments and changes in the expected performance results.

Market Performance Restricted Stock Units. On February 26, 2014, the Company granted its CEO restricted stock units with a market performance condition. The award is eligible to vest during the period commencing February 26, 2014 and ending February 26, 2019 (the "Performance Period") as follows: 30% of the restricted stock units covered by the award will vest if, during any consecutive 120 calendar day period that commences and ends during the Performance Period, the average per-share closing price of the Company’s common stock equals or exceeds $35.00 ("Tranche 1") and the award will vest in full if, during any consecutive 120 calendar day period that commences and ends during the Performance Period, the average per-share closing price of the Company’s common stock equals or exceeds $40.00 ("Tranche 2"). The award will also vest if a majority change in control of the Company occurs during the Performance Period and, in connection with such event, the Company’s stockholders become entitled to receive per-share consideration having a value equal to or greater than $40.00. The fair value of the awards was determined to be $17.26 and $14.88 for Tranche 1 and Tranche 2, respectively, on the grant date by application of the Monte Carlo simulation model.

The following tables summarize the assumptions used in the Monte Carlo simulation model to determine the fair value of restricted stock units granted in fiscal year 2015 for both Tranche 1 and Tranche 2.



	January 25, 2015
	Tranche 1	Tranche 2
Expected life, in years	1.6	2.1
Estimated volatility	34%	34%
Dividend yield	—%	—%
Risk-free interest rate	1.5%	1.5%
Weighted average fair value on grant date	$17.26	$14.88

The following table summarizes the activity for the market performance restricted stock units for the fiscal year ended January 29, 2017:



(in thousands, except for per share amounts)	Total Units	Weighted Average Grant Date Fair Value (per unit)		Aggregate Unrecognized Compensation		Weighted Average Period Over Which Expected to be Recognized (in years)
Balance at January 31, 2016	220	$	15.59	$	143	0.1
Market performance units granted	—	—
Market performance units vested	—	—
Market performance units cancelled/forfeited	—	—
Balance at January 29, 2017	220	$	15.59	$	—	0.0

Restricted Stock Units, Employees. The Company grants restricted stock units to employees which are expected to be settled with shares of the Company's common stock. The grant date for these awards is equal to the measurement date. These awards are valued as of the measurement date and recognized as an expense over the requisite vesting period (typically 4 years).



(in thousands, except for per share amounts)	Restricted Stock Units, Stock Grants, and Stock Units			Performance Shares ⁽¹⁾
	2017	2016	2015	2017	2016	2015
Units granted	1,228	1,032	929	231	235	256
Weighted-average grant date fair value	22.12	20.79	23.90	17.51	28.60	24.74


(1)	Restricted stock units granted includes awards that will be cash settled of 115,500 in fiscal year 2017, 90,500 in fiscal year 2016, and 128,016 in fiscal year 2015.

The following table is a summary of the status of non-vested restricted stock unit awards as of January 29, 2017 and changes during the year.



	Restricted Stock Units, Stock Grants, and Stock Units				Performance Shares⁽¹⁾
(in thousands, except for per share amounts)	Shares		Weighted Average Grant Date Fair Value (per unit)		Shares		Weighted Average Grant Date Fair Value (per unit)
Nonvested at January 31, 2016	2,032		$	23.70	384		$	26.57
Granted	1,228		$	22.12	231		$	17.51
Vested	(776	)	$	23.59	—		$	—
Forfeited	(343	)	$	21.50	(232	)	$	24.63
Nonvested at January 29, 2017	2,141		$	22.54	383		$	22.31


(1)	Includes 189,000 of restricted stock unit awards that will be cash settled and 196,000 of awards that will be settled in shares.

Restricted Stock Units, Cash-Settled, Non-Employee Directors. The Company maintains a compensation program pursuant to which restricted stock units are granted to the Company’s directors that are not employed by the Company or any of its subsidiaries. In June 2015, the Company changed its director compensation program so that a portion of the stock units granted under the program would be settled in cash and a portion would be settled in shares of the Company's common stock. Restricted stock units awarded under the program are scheduled to vest on the earlier of (i) one year after the grant date or (ii) the day immediately preceding the annual meeting of shareholders in the year following the grant. The portion of a restricted stock unit award under the program that is to be settled in cash will, subject to vesting, be settled when the director who received the award separates from the board of directors. The portion of a restricted stock unit award under the program that is to be settled in shares of stock will, subject to vesting, be settled promptly following vesting. There were no changes to the terms and conditions of the existing awards.

The restricted stock units that are to be settled in cash are accounted for as liabilities. Because these awards are not typically settled until a non-employee director’s separation from service, the value of these awards is re-measured at the end of each reporting period until settlement.

As of January 29, 2017, the total number of vested but unsettled restricted stock units for non-employee directors is 173,657. As of January 29, 2017, $6.3 million of the liability associated with these awards is included in "Other long-term liabilities" within the consolidated balance sheets.

Restricted Stock Units, Stock Settled, Non-Employee Directors. As a result of the June 2015 changes to the Company’s director compensation program, beginning in July 2015, the Company began granting new restricted stock units to non-employee Directors which are expected to be settled with shares of the Company's common stock at the time of vesting. The grant date for these awards is equal to the measurement date. These awards are valued as of the measurement date and recognized as an expense over the requisite vesting period (typically one year).

Modification of Awards. On December 19, 2014 and August 17, 2015, the Company modified the equity awards of certain executive officers by providing for the acceleration of vesting upon termination of their employment in certain circumstances in connection with a change in control of the Company. The awards are not considered probable of vesting and the Company will continue to evaluate the probability going forward. These modifications impacted the stock awards of 12 executive employees and resulted in no incremental compensation cost for the fiscal year ended January 29, 2017 since it is not considered probable as of this date that a change of control will occur.

Warrant. On October 5, 2016 the Company issued a warrant (the "Warrant") to Comcast Cable Communications Management LLC ("Comcast") to purchase up to 1,086,957 shares (the "Warrant Shares") of the Company’s common stock, par value $0.01 per share, representing a total of $30.0 million of common stock based on the average closing price over the10-trading day period ended October 4, 2016, at an exercise price of $0.01 per Warrant Share. The Warrant provides for net share settlement that, if elected by Comcast, will reduce the number of Warrant Shares issued upon exercise to reflect net settlement of the exercise price. Comcast may also request cash settlement of the Warrant upon exercise in lieu of the issuance of Warrant Shares; however, such cash settlement is at the sole and absolute discretion of the Company. The Warrant vested 10% on its issuance, and the remainder vests based on the achievement during the subsequent 30-month period ("Milestone Period") by Comcast (or its designee) of certain milestones related to the deployment of a LoRaWAN™-based network in cities around the country. The number of Warrant Shares are subject to customary adjustment provisions for stock split, reclassification, reorganization, consolidation, merger, and similar transactions. The Warrant has a term of seven years from October 5, 2016.

The Warrant was issued by the Company to Comcast in connection with an agreement between the parties regarding the intended trial deployment by Comcast of a low-power wide-area Network ("LPWAN") in the United States, based on the Company’s LoRa wireless Radio Frequency ("RF") technology.

The Warrant is accounted for as equity. The cost of the Warrant is recognized as an offset to net sales over the respective performance period which is expected to be completed by April 2018. The Warrant consists of five performance tranches. The cost associated with each tranche is recognized based on the fair value at each reporting date until vesting which is the measurement date.

The following table summarizes the underlying Warrant Shares issued to Comcast for fiscal years 2017 and 2016.



(in thousands, except for per Warrant Share amounts)	Number of Warrant Shares		Weighted Average Grant Date Fair Value (per Warrant Share)
Balance at January 31, 2016	—		$	—
Warrant shares granted	1,087		27.74
Warrant shares vested	(109	)	27.74
Balance at January 29, 2017	978		$	27.74

Given the nominal exercise price of the Warrant Share, the Company valued the awards using the closing price of the Company’s stock on the measurement date for shares that have vested and the fair value on the consolidated balance sheets date for the other shares. As of January 29, 2017, no part of the Warrant has been exercised, and the Warrant has a contractual life of seven years.