| Stock Incentive Plan | (10) Stock Incentive Plan
2005 Stock Incentive Plan
In 2005, the Company adopted the 2005 Stock Incentive Plan (the
“2005 Plan”), which was amended in April 2014. The
2005 Plan was terminated in connection with the IPO with respect to
the granting of future awards, and accordingly, no shares are
available for future issuance under this plan. All shares that were
reserved but not issued under the 2005 Plan as of immediately prior
to its termination became available for issuance under the 2015
Equity Incentive Plan (the “2015 Plan”) upon its
adoption. Shares reserved for issuance pursuant to awards under the
2005 Plan that expire or terminate without having been exercised
subsequent to the IPO or are forfeited to or repurchased by the
Company subsequent to the IPO will become available for issuance
under the 2015 Plan, subject to the limits set forth in the 2015
Plan.
2015 Equity Incentive Plan
In April 2015, the Board adopted and the Company’s
stockholders approved the 2015 Equity Incentive Plan (the
“2015 Plan”), which became effective upon the
effectiveness of the registration statement in connection with the
Company’s IPO. As of such date, an aggregate of 2,700,000
shares of common stock were reserved for issuance under the 2015
Plan, plus (a) those shares reserved but unissued under the
Company’s 2005 Plan as of immediately prior to the
termination of the 2005 Plan and (b) shares subject to
options, restricted stock units, or similar awards granted under
the 2005 Plan that, after the effectiveness of the registration
statement, expire or otherwise terminate without having been
exercised or issued in full and shares issued pursuant to awards
granted under the 2005 Plan that, after the effectiveness of the
registration statement, are forfeited to or repurchased by the
Company (provided that the maximum number of shares that may be
added to the 2015 Plan pursuant to (a) and (b) is
4,515,212 shares). Additionally, the 2015 Plan provides that the
number of shares reserved and available for issuance will increase
annually on the first day of each fiscal year beginning with the
2016 fiscal year equal to the least of (i) 3,100,000 shares of
Common Stock, (ii) 4% of the outstanding shares of Common
Stock on the last day of immediately preceding fiscal year, or
(iii) an amount determined by the board of directors.
The 2015 Plan provides for the grant of incentive stock options,
within the meaning of Section 422 of the Code, to the
Company’s employees and any parent and subsidiary
corporations’ employees, and for the grant of nonstatutory
stock options, restricted stock, restricted stock units, stock
appreciation rights, performance units and performance shares to
the Company’s employees, directors and consultants and its
parent and subsidiary corporations’ employees and
consultants.
As of January 31, 2016, an aggregate of 4,198,590 common
shares were reserved under the 2015 Plan, of which 1,506,465 shares
remained available for issuance.
2015 Employee Stock Purchase Plan
The Company’s Board of Directors adopted and the
Company’s stockholders approved the 2015 Employee Stock
Purchase Plan (the “ESPP”) with the first offering
period under the ESPP beginning on the effectiveness of the
registration statement in connection with the Company’s IPO.
As of such date, an aggregate of 775,000 shares of common stock
were reserved and available for issuance under the ESPP.
Additionally, the ESPP provides that the number of shares reserved
and available for issuance will increase annually on the first day
of each fiscal year beginning with the 2016 fiscal year equal to
the least of (i) 775,000 shares of Common Stock, (ii) 1%
of the outstanding shares of Common Stock on the last day of
immediately preceding fiscal year, or (iii) an amount
determined by the ESPP administrator.
The ESPP allows eligible employees to purchase shares of common
stock at a discount through payroll deductions of up to 15% of
their eligible compensation, at 85% of the fair market value, as
defined in the ESPP, on the first day of the offering period or the
last day of the purchase period, whichever is lower, and subject to
any plan limitations. The ESPP provides for consecutive six-month
offering periods, starting on the first trading day on or after
June 15 and December 15 of each year. The first offering
period began on the first trading day on the effective date of the
registration statement and ended on December 15,
2015. The second offering period began on December 16,
2015 and will end on June 15, 2016.
As of January 31, 2016, 928,418 shares were reserved for
future issuance under the 2015 ESPP. As of January 31, 2016,
the remaining unamortized expense related to the ESPP was $0.3
million, which will be recognized over a remaining service period
of 4.5 months of the outstanding ESPP offering period. For the
three and six months ended January 31, 2016, 140,447 shares
were purchased under the 2015 ESPP.
The fair values of ESPP stock purchase rights in the three and six
months ended January 31, 2016 were estimated on the grant date
using the Black-Scholes valuation model. Our Black-Scholes
valuation model relies on the following assumptions:
Three Months Ended Six Months Ended
2016 2015 2016 2015
Expected life in years 0.5 - 0.7
— 0.5 - 0.7
—
Expected volatility 30% - 36%
— 30% - 36%
—
Risk-free interest rate 0.1% - 0.5%
— 0.1% - 0.5%
—
Expected dividend yield —
— —
—
Weighted average fair value per share $2.08 - $4.21
— $2.08 - $4.21
—
Stock-based Compensation Expense
The total stock-based compensation expense recognized for
stock-based awards in the consolidated statements of comprehensive
loss was as follows:
Three Months Ended Six Months Ended
2016 2015 2016 2015
(in
thousands)
Cost of subscription and support revenue $ 41 $ 8 $ 71 $ 13
Cost of professional services and other revenue 101 48 196 91
Research and development expense 671 257 1,238 453
Sales and marketing expense 463 188 799 319
General and administrative expense 510 349 964 571
Total stock-based compensation expense $ 1,786 $ 850 $ 3,268 $ 1,447
The total stock-based compensation expense for stock options
awarded to non-employees included above was immaterial for all
periods presented.
Stock Options
A summary of common stock option activity for the six months ended
January 31, 2016 is as follows:
Options Outstanding
Number of Weighted- Weighted- Aggregate
Balances at July 31, 2015 4,275,451 $ 5.75 7.29 $ 17,468
Options granted 903,300 7.83
Options exercised (245,568 ) 1.69
Options cancelled (206,621 ) 7.93
Balances at January 31, 2016 4,726,562 $ 6.26 7.30 $ 6,895
Exercisable at January 31, 2016 2,377,214 $ 3.09 5.78 $ 11,007
Vested and expected to vest at January 31, 2016 4,242,049 $ 5.96 7.15 $ 7,457
The Company grants options as part of total stock compensation and
such grants have time-based vesting. As of January 31, 2016,
the remaining unamortized expense of $7.0 million related to stock
options will be recognized over a weighted-average remaining period
of 2.9 years.
The intrinsic value for options exercised is the difference between
the closing market price of the Company’s common stock on the
date of exercise and the exercise price of the in-the-money stock
options.
Restricted Stock Units
A summary of Restricted Stock Unit (“RSU”) activity
during the six months ended January 31, 2016 is as
follows:
RSUs Outstanding Aggregate
Number of Weighted- Grant-Date Weighted-
Balances at July 31, 2015 279,146 $ 13.68
Granted 1,592,275 7.90
Released (12,943 )
—
Forfeited (67,485 ) 7.62
Balances at January 31, 2016 1,790,993 $ 7.03 3.74 $ 13,826
The Company grants RSUs as part of total stock compensation and
such grants may have time-based vesting, performance-based vesting
or a combination of the two. The fair value of time-based RSUs is
determined using the closing market price on the date of grant. As
of January 31, 2016, the remaining unamortized expense related
to RSUs of $9.1 million will be recognized over a weighted-average
remaining period of 3.7 years.
There were RSUs granted in connection with the acquisition of
InsightsOne in fiscal 2014. Such RSUs are subject to a time-based
vesting condition and a performance-based vesting condition, both
of which must be satisfied before these RSUs are vested and settled
for shares of common stock. The time-based vesting condition is
three years and the performance-based vesting condition was
satisfied upon the completion of the Company’s initial public
offering in April 2015. The remaining expense is de
minimus. |
