Green Dot 2015 Annual Report Download - page 87

81
Note 11—Stockholders’ Equity (continued)
instruments. During the quarter ended December 31, 2015, we retired the 1.8 million shares repurchased under the
ASR agreement, but they remain authorized for registration and issuance in the future.
The final number of shares received upon settlement for the ASR is determined based on the volume-weighted
average price of our common stock over the term of the agreement less an agreed upon discount and subject to
adjustments pursuant to the terms and conditions of the ASR. Upon settlement, we will either receive additional shares
from the financial institution or we may be required to deliver additional shares or cash to the financial institution, at
our election. The ASR agreement was settled in full on January 2, 2016 and the total number of shares repurchased
was approximately 2.3 million at an average price of $17.08 per share.
In connection with the Repurchase Program, we entered into a repurchase plan in December 2015 under
Rule 10b5-1 of the Exchange Act for $10 million. The timing, nature and amount of purchases depend on a variety of
factors, including market conditions and the volume limit defined by Rule 10b-18. As of December 31, 2015, we had
repurchased a total of 0.1 million shares at an average price of $16.49 per share for a total cost of $1.7 million under
this plan. Repurchases under this 10b5-1 plan were completed in January 2016. Total repurchases under this plan
amounted to approximately 0.6 million shares at an average price of $16.15.
The initial repurchase of our shares resulted in an immediate reduction of the outstanding shares used to calculate
the weighted-average common shares outstanding for basic and diluted earnings per share.
Note 12—Employee Stock-Based Compensation
Employee Stock-Based Compensation
In January 2001, we adopted the 2001 Stock Plan. The 2001 Stock Plan provided for the granting of incentive
stock options, nonqualified stock options and other stock awards. Options granted under the 2001 Stock Plan generally
vest over four years and expire five years or ten years from the date of grant. This stock plan is no longer in effect with
the automatic conversion of all Class B Common Stock to Class A Common Stock in August 2013 as noted within Note
11—Stockholders’ Equity.
In June 2010, our board of directors adopted, and in July 2010 our stockholders approved, the 2010 Equity Incentive
Plan, which replaced our 2001 Stock Plan, and the 2010 Employee Stock Purchase Plan. The 2010 Equity Incentive
Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units,
performance shares and stock bonuses. Options granted under the 2010 Equity Incentive Plan generally vest over
four years and expire five years or ten years from the date of grant. The 2010 Employee Stock Purchase Plan enables
eligible employees to purchase shares of our Class A common stock periodically at a discount. Our 2010 Employee
Stock Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal
Revenue Code.
Upon adoption, we reserved 2,000,000 shares and 200,000 shares of our Class A common stock for issuance
under our 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan, respectively. The number of shares
reserved for issuance under our 2010 Equity Incentive Plan and our 2010 Employee Stock Purchase Plan automatically
increases on the first day of January of each of 2011 through 2014 and 2011 through 2018, respectively, by up to a
number of shares equal to 3% of the total outstanding shares our Class A common stock as of the immediately preceding
December 31st. Our board of directors or its compensation committee may reduce the amount of the annual increase
under the 2010 Equity Incentive Plan or 2010 Employee Stock Purchase Plan in any particular year. At our 2014 Annual
Meeting of Stockholders, our stockholders approved amendments to our 2010 Equity Incentive Plan to increase the
number of shares reserved for issuance by 3,400,000 shares. Approximately 2.4 million shares are available for grant
under the 2010 Equity Incentive Plan as of December 31, 2015.
Stock-based compensation for the years ended December 31, 2015, 2014, and 2013 includes expense related to
awards of stock options and restricted stock units and purchases under the 2010 Employee Stock Purchase Plan.
Total stock-based compensation expense and the related income tax benefit were as follows:
Year Ended December 31,
2015 2014 2013
(In thousands)
Total stock-based compensation expense $27,011 $20,329 $14,703
Related income tax benefit 8,602 6,949 4,007