Equity Award and Employee Compensation Plans | 6. Equity Award and Employee Compensation Plans The 2012 Stock Plan In November 2012, the Company’s stockholders approved the adoption of the 2012 Stock Incentive Plan (the “2012 Plan”) as the successor plan to the 2005 Plan, which became effective at the completion of the Company’s initial public offering (“IPO”). The 2012 Plan is administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”), and the Compensation Committee may terminate or amend the plan at any time. Unexercised options or restricted stock units under the 2005 Plan that cancel due to a grantee’s termination may be reissued under the 2012 Plan. Under the 2012 Plan, stock options, restricted shares, restricted stock units and stock appreciation rights may be granted to employees, outside directors and consultants at not less than 100% of the fair value on the date of grant and generally vest ratably over four years. Options generally expire seven years from the date of grant. As of January 31, 2015, there were 11,652,856 shares authorized under the 2012 Plan. On February 1, 2015, the share reserve increased by 4,702,218 shares to an aggregate of 16,355,074 shares authorized under the plan and will be increased by any shares forfeited under the 2005 Plan. Inducement Awards During fiscal 2015, the Company issued inducement awards totaling 6,250,000 shares outside of the 2012 Plan under the employee inducement award exemption under the New York Stock Exchange Listed Company Manual Rule 303A.08, to the Company’s CEO and certain key executives. In February 2015, 1,250,000 shares were forfeited. The following table summarizes the stock option activity related to shares of common stock under the Company’s 2005, 2012 Plans as well as the Inducement Awards (in thousands, except per share data): Outstanding Options Shares Number of Weighted- Weighted-Average Aggregate Balances, January 31, 2015 6,614 12,649 3.35 7.25 34,255 Additional shares authorized 4,702 RSUs granted (5,663 ) RSUs cancelled/forfeited 1,967 Options granted (2,234 ) 2,234 3.23 Options exercised — (634 ) 0.60 Options forfeited 301 (1,551 ) 0.53 Balances, July 31, 2015 5,687 12,698 $ 3.35 Options vested and expected to vest – July 31, 2015 5,501 $ 3.71 7.38 $ — Options exercisable – July 31, 2015 5,714 $ 2.88 7.00 $ 2,487 (1) Aggregate intrinsic value is based on the common stock price at each respective date presented. (2) Shares available for grant exclude inducement award forfeited. The weighted average grant date fair value of options granted during the six months ended July 31, 2015 was $1.44 per share. The total intrinsic value of options exercised during the six months ended July 31, 2015 was $2.0 million. Restricted Stock Units The table below summarizes the RSU activity under the Company’s 2005 and 2012 Plans (in thousands, except per share data): Number Weighted- Aggregate Balance, January 31, 2015 6,849 4.71 26,299 RSUs granted 5,667 3.53 RSUs vested (2,307 ) 4.62 RSUs cancelled/forfeited (1,967 ) 4.43 Balance, July 31, 2015 8,242 $ 3.98 $ 19,451 (1) Aggregate intrinsic value is based on the common stock price at each respective date presented. The aggregate intrinsic value of RSUs that vested during the six months ended July 31, 2015 amounted to $8.3 million. During the six months ended July 31, 2014, 3.7 million of RSUs for which the service condition was satisfied vested in March 2014 upon satisfaction of the liquidity condition. Under net settlement procedures applicable to the March 2014 vesting dates, approximately 786,000 RSUs were withheld to cover the required withholding tax, which is based on the value of the RSU on the applicable settlement date. The remaining amounts were delivered to the recipients as shares of the Company’s common stock. Non-employee Stock Options and Awards For the three and six months ended July 31, 2015, the Company did not grant any options or restricted shares of common stock to non-employees. For the three and six months ended July 31, 2014, the Company granted approximately 309,000 restricted shares of common stock to non-employees. Employee Stock Purchase Plan In November 2012, the Company’s stockholders approved the adoption of the 2012 Employee Stock Purchase Plan (the “2012 Purchase Plan”). The 2012 Purchase Plan permits eligible employees to purchase common stock on favorable terms via payroll deductions of up to 15% of the employee’s salary, subject to certain share and statutory dollar limits. Two overlapping offering periods commence during each calendar year, on each June 1 and December 1 or such other periods or dates as determined by the Compensation Committee from time to time, and the offering periods last up to 24 months with a purchase date every six months. The price of each share purchased is 85% of the lower of a) the fair value per share of common stock on the last trading day before the commencement of the applicable offering period, or b) the fair value per share of common stock on the purchase date. The 2012 Purchase Plan is administered by the Compensation Committee, and the Compensation Committee may terminate or amend the plan. Upon adoption, a total of 1,000,000 shares were reserved for issuance under the 2012 Purchase Plan. On February 1, 2015, pursuant to the provisions of the plan, the share reserve was increased by 727,832 shares to an aggregate of 2,327,832 shares as of February 1, 2015. Employee 401(k) Plan The Company sponsors the Violin Memory, Inc. 401(k) Plan (“401(k) Plan”), which qualifies under Section 401(k) of the Internal Revenue Code and is designed to provide retirement benefits for its eligible employees through tax-deferred salary deductions. Employees may elect to contribute up to 90% of their eligible compensation to the 401(k) Plan. Employee contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Service (“IRS”). The Company does not currently match employee contributions. |