STOCK CAPITAL | NOTE 10:- STOCK CAPITAL a. Common stock rights: Common stock confers upon its holders the right to receive notice of, and to participate in, all general meetings of the Company, where each share of common stock shall have one vote for all purposes; to share equally, on a per share basis, in bonuses, profits, or distributions out of fund legally available therefor; and to participate in the distribution of the surplus assets of the Company in the event of liquidation of the Company. b. Stock option 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. 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, 2021, a total of 15,406,316 shares of common stock were reserved for issuance pursuant to stock awards 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 became 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 the Company’s 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, 2021, an aggregate of 8,607,542 options are still available for future grant under the 2015 Plan. 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 10:- STOCK CAPITAL (Cont.) A summary of the activity in the stock options granted to employees and members of the board of directors for the year ended March 31, 2021 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, 2020 691,732 31.86 5.07 198,709 Granted 19,489 311.35 Exercised (147,849 ) 33.88 Forfeited or expired - - Outstanding as of March 31, 2021 563,372 41.00 5.82 139,306 Vested and expected to vest as of March 31, 2021 509,448 35.86 6.06 128,479 Exercisable as of March 31, 2021 388,189 21.47 5.44 103,246 The aggregate intrinsic value in the tables above 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. The total intrinsic value of options exercised during the three months ended March 31, 2021 was $41,217. The weighted average grant date fair values of options granted to employees and executive directors during the three months ended March 31, 2021 was $168.71. A summary of the activity in the RSUs granted to employees and directors for the year ended March 31, 2021, is as follows: Number of RSUs Weighted average grant date fair value Unvested as of January 1, 2021 2,216,841 103.79 Granted 36,815 316.81 Vested (252,326 ) 68.33 Forfeited (18,439 ) 96.59 Unvested as of March 31, 2021 1,982,891 113.08 F - 21 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 10:- STOCK CAPITAL (Cont.) c. Employee Stock Purchase Plan (“ESPP”): The Company adopted an ESPP effective upon the consummation of the IPO. As of March 31, 2021, a total of 3,175,094 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 its 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 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, 2021, 612,229 shares of common stock had been purchased under the ESPP. As of March 31, 2021, 2,562,865 shares of common stock 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. d. Stock-based compensation expenses for employees and non-employees: The Company recognized stock-based compensation expenses related to stock options and RSUs granted to employees and nonemployees and ESPP in the condensed consolidated statement of income for the three months ended March 31, 2021 and 2020, as follows: Three months ended March 31, 2021 2020 Cost of revenues $ 5,790 $ 2,273 Research and development 8,798 5,378 Selling and marketing 5,435 3,192 General and administrative 3,130 1,930 Total stock-based compensation expenses $ 23,153 $ 12,773 As of March 31, 2021, there were total unrecognized compensation expenses in the amount of $224,436 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, 2021 through November 30, 2025. |