Share-Based Compensation | 9. Share-Based Compensation For the three months ended June 30, 2020 and 2019, all grants of share-based awards have been made under the Mimecast Limited 2015 Share Option and Incentive Plan (the 2015 Plan) and the 2015 Employee Share Purchase Plan (the ESPP). Additionally, the Company has two pre-IPO share-based compensation plans including the Mimecast Limited 2010 EMI Share Option Scheme (the 2010 Plan) and the Mimecast Limited Approved Share Option Plan (the Approved Plan) (the 2010 Plan and the Approved Plan, collectively, the Historical Plans). Subsequent to November 19, 2015, the IPO date, no further grants under the Historical Plans were permitted. The 2015 Plan allows the compensation committee of the board of directors to make equity-based incentive awards to the Company’s officers, employees, non-employee directors and consultants. Initially a total of 5.5 million ordinary shares were reserved for the issuance of awards under the 2015 Plan. This number is subject to adjustment in the event of a share split, share dividend or other change in our capitalization. The 2015 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1st by 5% of the outstanding number of ordinary shares on the immediately preceding December 31 or such lesser number of shares as determined by the board of directors. Under the 2015 Plan, the share option price may not be less than the fair market value of the ordinary shares on the date of grant and the term of each share option may not exceed 10 years from the date of grant. Share options typically vest over 4 years, but vesting provisions can vary based on the discretion of the board of directors. The Company settles share option exercises and RSU releases under the 2015 Plan through newly issued shares. The Company’s ordinary shares underlying any awards that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or tax withholding, or otherwise terminated other than by exercise will be added back to the shares available for issuance under the 2015 Plan. Initially, a total of 1.1 million shares of the Company's ordinary shares were reserved for future issuance under the ESPP. This number is subject to change in the event of a share split, share dividend or other change in capitalization. The ESPP may be terminated or amended by the board of directors at any time. The ESPP permits eligible employees to purchase shares by authorizing payroll deductions from 1% to 10% of his or her eligible compensation during each six-month Share Options The fair value of each share option issued under the 2015 Plan was estimated using the Black-Scholes option-pricing model that used the following weighted-average assumptions: Three months ended June 30, 2020 2019 Expected term (in years) 6.1 6.1 Risk-free interest rate 0.6 % 2.4 % Expected volatility 44.6 % 42.8 % Expected dividend yield — % — % Estimated grant date fair value per ordinary share $ 33.43 $ 47.30 The weighted-average per share fair value of options granted to employees during the three months ended June 30, 2020 and 2019 was $14.31 and $21.15, respectively. As of June 30, 2020, the number of options and awards available for future grant under the 2015 Plan was 7,927,616. Share option activity under the 2015 Plan and the Historical Plans for the three months ended June 30, 2020 was as follows: Number of Awards Weighted Average Exercise Price (1) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of March 31, 2020 6,271,111 $ 31.61 7.55 $ 47,621 Options granted 766,987 $ 33.43 Options exercised (249,085 ) $ 20.23 Options forfeited and cancelled (144,884 ) $ 38.68 Outstanding as of June 30, 2020 6,644,129 $ 32.10 7.54 $ 72,681 Exercisable as of June 30, 2020 2,924,395 $ 24.09 6.41 $ 53,358 (1) Certain of the Company’s option grants have an exercise price denominated in British pounds. The weighted-average exercise price at the end of each reporting period was translated into U.S. dollars using the exchange rate at the end of the period. The weighted-average exercise price for the options granted, exercised, forfeited and cancelled was translated into U.S. dollars using the exchange rate at the applicable date of grant, exerc ise, forfeiture or cancellation, as appropriate. The total intrinsic value of options exercised was $5.4 million for the three months ended June 30, 2020. Total cash proceeds from option exercises for the three months ended June 30, 2020 and 2019 was $5.0 million and $6.7 million, respectively. As of June 30, 2020, there was approximately $56.1 million of unrecognized share-based compensation related to unvested share-based awards subject to service-based vesting conditions, which is expected to be recognized over a weighted-average period of 2.71 years. ESPP In the three months ended June 30, 2020 and 2019, the Company recognized share-based compensation expense under the ESPP of $0.5 million and $0.4 million, respectively. Total cash proceeds from shares purchased under the ESPP for the three months ended June 30, 2020 and 2019 were $3.1 million and $2.5 million, respectively. As of June 30, 2020, there were 0.7 million shares of the Company's ordinary shares available for future issuance under the ESPP. RSUs The Company grants RSUs to its non-employee directors and its employees. Non-employee directors receive an initial RSU grant upon joining the board of directors that vests over three years and an annual grant each year thereafter that vests fully on the one-year anniversary of the grant date. RSUs granted to employees generally vest in four equal annual installments. RSU activity under the 2015 Plan for the three months ended June 30, 2020 was as follows: Number of Awards Weighted Average Grant Date Fair Value Intrinsic Value (in thousands) (1) Unvested RSUs as of March 31, 2020 1,276,840 $ 43.64 $ 45,072 RSUs granted 1,584,203 $ 33.52 RSUs vested (216,892 ) $ 43.77 RSUs forfeited (68,452 ) $ 40.14 Unvested RSUs as of June 30, 2020 2,575,699 $ 37.50 $ 107,304 (1) As of June 30, 2020 and March 31, 2020, the intrinsic value of unvested shares was calculated based on the closing price of the Company’s ordinary shares on the NASDAQ Global Select Market on June 30, 2020 and March 31, 2020, respectively, multiplied by the number of unvested RSUs. As of June 30, 2020, there was approximately $86.8 million of unrecognized share-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 3.32 years. Share-based compensation expense recognized under the 2015 Plan, Historical Plans and ESPP in the accompanying condensed consolidated statements of operations was as follows: Three months ended June 30, 2020 2019 Cost of revenue $ 1,125 $ 787 Research and development 3,884 2,549 Sales and marketing 4,437 3,782 General and administrative 4,207 2,916 Total share-based compensation expense $ 13,653 $ 10,034 |