STOCKHOLDERS' EQUITY | NOTE 9:- STOCKHOLDERS’ EQUITY a. Common Stock: Number of shares Authorized as of Issued as of Outstanding as of March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 Stock of $0.0001 par value: Common stock 125,000,000 125,000,000 49,599,493 49,081,457 49,599,493 48,898,062 b. Stock Incentive plans: The Company’s 2007 Global Incentive Plan (the “2007 Plan”) was adopted by the board of directors on August 30, 2007. The 2007 Plan terminated upon the Company’s IPO on March 31, 2015 and no further awards may be granted thereunder. All outstanding awards will continue to be governed by their existing terms and 379,358 available options for future grant were transferred to the Company’s 2015 Global Incentive Plan (the “2015 Plan”) and are reserved for future issuances under the 2015 plan. F - 18 SOLAREDGE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) NOTE 9:- STOCKHOLDERS’ EQUITY (Cont.) The 2015 Plan became effective upon the consummation of the IPO. The 2015 Plan provides for the grant of options, RSUs and other share-based awards to directors, employees, officers, and nonemployees of the Company and its Subsidiaries. As of March 31, 2020, a total of 12,828,270 shares of common stock were reserved for issuance under the 2015 Plan (the “Share Reserve”). The Share Reserve will automatically increase on January 1st of each year during the term of the 2015 Plan, commencing on January 1st of the year following the year in which the 2015 Plan becomes effective, in an amount equal to 5% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year; provided, however, that our board of directors may determine that there will not be a January 1st increase in the Share Reserve in a given year or that the increase will be less than 5% of the shares of capital stock outstanding on the preceding December 31st. The aggregate maximum number of shares of common stock that may be issued on the exercise of incentive stock options is 10,000,000. As of March 31, 2020, an aggregate of 8,627,031 shares of common stock are still available for future grant under the 2015 Plan. A summary of the activity in the stock options granted to employees and members of the board of directors for the three months ended March 31, 2020 and related information are as follows: Number of Options Weighted average exercise price Weighted average remaining contractual term in years Aggregate intrinsic Value Outstanding as of December 31, 2019 2,112,009 15.44 3.58 168,229 Granted 59,558 101.81 Exercised (428,300 ) 7.72 Forfeited or expired - - Outstanding as of March 31, 2020 1,743,267 20.28 3.76 108,568 Vested and expected to vest as of March 31, 2020 2,143,613 17.51 5.64 139,067 Exercisable as of March 31, 2020 1,406,616 15.04 2.69 94,018 The aggregate intrinsic value represents the total intrinsic value (the difference between the fair value of the Company’s common stock as of the last day of each period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last day of each period. F - 19 SOLAREDGE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) NOTE 9:- STOCKHOLDERS’ EQUITY (Cont.) The total intrinsic value of options exercised during the three months ended March 31, 2020 was $47,898. The weighted average grant date fair values of options granted to employees and executive directors during the three months ended March 31, 2020 was $53.01. A summary of the activity in the RSUs granted to employees and directors for the three months ended March 31, 2020 is as follows: Number of RSUs Weighted average grant date fair value Unvested as of December 31, 2019 2,742,589 52.77 Granted 61,524 101.87 Vested (268,648 ) 38.96 Forfeited (58,611 ) 54.27 Unvested as of March 31, 2020 2,476,854 55.45 f. Employee Stock Purchase Plan (“ESPP”): The Company adopted an ESPP effective upon the consummation of the IPO. As of March 31, 2020, a total of 2,687,451 shares were reserved for issuance under this plan. The number of shares of common stock reserved for issuance under the ESPP will increase automatically on January 1st of each year, for ten years, by the lesser of 1% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year or 487,643 shares. However, the Company’s board of directors may reduce the amount of the increase in any particular year at their discretion, including a reduction to zero. The ESPP is implemented through an offering every six months. According to the ESPP, eligible employees may use up to 10% of their salaries to purchase common stock shares up to an aggregate limit of $10 per participant for every six months’ plan. The price of an ordinary share purchased under the ESPP is equal to 85% of the lower of the fair market value of the ordinary share on the subscription date of each offering period or on the purchase date. As of March 31, 2020, 528,359 common stock shares had been purchased under the ESPP. As of March 31, 2020, 2,159,092 common stock shares were available for future issuance under the ESPP. In accordance with ASC No. 718, the ESPP is compensatory and as such results in recognition of compensation cost. F - 20 SOLAREDGE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) NOTE 9:- STOCKHOLDERS’ EQUITY (Cont.) g. Stock-based compensation expense for employees and nonemployees: The Company recognized stock-based compensation expenses related to stock options, RSUs and PSUs granted to employees and non-employee consultants and ESPP in the condensed consolidated statement of income for the three months ended March 31, 2020 and 2019, as follows: Three months ended March 31, 2020 2019 Cost of revenues $ 2,273 $ 1,354 Research and development 5,378 3,490 Selling and marketing 3,192 2,404 General and administrative 1,930 2,456 Total stock-based compensation expense $ 12,773 $ 9,704 As of March 31, 2020, there were total unrecognized compensation expenses in the amount of $141,601 related to non‑vested equity‑based compensation arrangements granted under the Company’s Plans. These expenses are expected to be recognized during the period from April 1, 2020 through February 29, 2024. |