Share-based payment plans | 9. Share-based payment plans The following table summarizes the number of stock options and warrants outstanding: Number of Number of employee Number of stock options BSPCE warrants BSA warrants Balance at January 1, 2018 2,282 343 88 Granted during the period 2 — 38 Exercised during the period (167) (24) — Forfeited during the period (37) (1) — Balance at March 31, 2018 2,080 318 126 Balance at January 1, 2019 1,707 229 131 Granted during the period — — — Exercised during the period (88) (22) — Forfeited during the period (93) (2) — Balance at March 31, 2019 1,526 205 131 At March 31, 2019, there were 930,723 stock options, employee warrants (BSPCE), warrants (BSA) and restricted stock units available for grant under the Company’s share pool reserve. In general, vesting of stock options and warrants occurs over four years, with 25% on the one year anniversary of the grant and 1/16th on a quarterly basis thereafter. Options have a contractual life of ten years. Individuals must continue to provide services to the Group in order to vest. Upon termination, all unvested options are forfeited and vested options must generally be exercised within three months. All expenses related to these plans have been recorded in the consolidated statements of operations in the same line items as the related employee’s cash-based compensation. (a) The Company’s board of directors has approved Stock Option Plans for the granting of stock options to employees outside of France. The terms of the Stock Option Plans are substantially the same and at this time new share option grants may only be made pursuant to the 2017 Plan. Stock options may be granted to any individual employed by the Group. In addition, under French law, the maximum number of shares issuable upon exercise of outstanding employee stock options may not exceed one-third of the outstanding share capital on a non-diluted basis as of the date of grant. A summary of stock option activity and related weighted-average exercise prices ("WAEP") and weighted-average remaining contractual term (“WACT”) under all of the plans at March 31, 2019 are presented in the following table (in thousands, except exercise price per option): Number of stock options outstanding WAEP per share WACT (in years) Aggregate intrinsic value Balance at December 31, 2018 1,707 $ 11.95 6.3 $ 42,769 Granted — — Exercised (88) 14.57 Forfeited (93) 19.35 Balance at March 31, 2019 1,526 $ 11.08 5.9 $ 60,211 Vested and expected to vest at March 31, 2019 1,472 $ 10.83 5.9 $ 58,459 Exercisable at March 31, 2019 1,213 $ 9.19 5.6 $ 50,132 The total intrinsic values of stock options exercised during the period ended March 31, 2019 was $2.7 million. (b) The Company’s board of directors has been authorized by the shareholders' general meeting to grant BSPCE (“ bons de souscription de parts de créateur d'entreprise or employee warrants”) to employees who are French tax residents as they carry favorable tax and social security treatment for French tax residents. Employee warrants (BSPCE) are a specific type of option to acquire ordinary shares available to qualifying companies in France that meet certain criteria. Otherwise, employee warrants (BSPCE) function in the same manner as share options. A summary of employee warrants (BSPCE) activity and related weighted-average exercise prices ("WAEP") and weighted-average remaining contractual term (“WACT”) under all of the plans at March 31, 2019 are presented in the following table (in thousands, except exercise price per warrant): Number of employee warrants outstanding WAEP per warrant WACT (in years) Aggregate intrinsic value Balance at December 31, 2018 229 $ 15.49 6.7 $ 4,922 Granted — — Exercised (22) 12.04 Forfeited (2) 26.95 Balance at March 31, 2019 205 $ 15.43 6.5 $ 7,197 Vested and expected to vest at March 31, 2019 193 $ 15.19 6.5 $ 6,815 Exercisable at March 31, 2019 150 $ 13.36 6.1 $ 5,594 (c) RSUs vest upon either performance-based or service-based criteria. Performance-based RSUs vest based on the satisfaction of specific non-market performance criteria and a four-year service period. At each vesting date, the holder of the award is issued shares of the Company’s ordinary shares. Compensation expense from these awards is equal to the fair market value of the Company’s ordinary shares on the date of grant and is recognized over the remaining service period based on the probable outcome of achievement of the financial metrics used in the specific grant’s performance criteria. Management’s estimate of the number of shares expected to vest is based on the anticipated achievement of the specified non-market performance criteria, which are assessed at each reporting period. Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified performance period and the completion of a four-year service period. In general, service-based RSU’s vest over a four-year period, with 25% on the one year anniversary of the grant and equal quarterly installments thereafter. Number of service- Number of performance- Weighted-average based RSUs based RSUs grant date fair value Balance at December 31, 2018 1,210 301 $ 44.90 Granted 454 351 45.99 Vested and released (19) (14) 34.45 Withheld for taxes — — — Forfeited (70) (181) 42.96 Balance at March 31, 2019 1,575 457 $ 45.10 Expected to vest at March 31, 2019 1,118 359 $ 44.55 (d) The Company’s board of directors has granted warrants (otherwise known as “ bons de souscription d'actions ” or “warrants (BSA)”) to Company directors. In addition to any exercise price payable by a holder upon the exercise of any warrants (BSA), pursuant to the relevant shareholders’ delegation to the Company’s board of directors, such warrants need to be subscribed for at a price at least equal to 5% of the exercise price which represents the fair market value of the underlying ordinary shares at grant date. (e) In the fourth quarter of 2017, the Company established the 2017 Employee Stock Purchase Plan (the “ESPP”) which is intended to qualify under Section 423 of the Internal Revenue Code of 1986. The ESPP allows eligible employee participants to purchase ADSs, with each ADS representing one ordinary share of the Company, at a discount through payroll deductions. The Company’s executive officers and all of its other employees will be allowed to participate in the ESPP. A total of 571,000 ADSs of the Company’s ordinary shares are available for sale under the ESPP. In addition, with shareholder approval, the ESPP provides for increases by the Company’s board of directors in the number of ADSs available for issuance under the ESPP. Under the ESPP, employees are eligible to purchase ADSs through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP has two consecutive offering periods of approximately six months in length during the year and the purchase price of the ADSs will be 85% of the lower of the fair value of the Company’s ADSs on the first trading day of the offering period or on the last day of the offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of ADS, valued at the start of the offering period, under the ESPP in any calendar year. As of March 31, 2019, $0.8 million has been withheld on behalf of employees for a future purchase under the ESPP and is recorded in accrued compensation benefits. (f) Cost of revenue and operating expenses include employee stock-based compensation expense as follows (in thousands): Three Months Ended March 31, 2018 2019 Cost of revenue - subscriptions $ 177 $ 629 Cost of revenue - professional services 104 527 Sales and marketing 1,181 1,527 Research and development 1,183 2,232 General and administrative 1,376 1,775 Total share-based compensation expense $ 4,021 $ 6,690 As of March 31, 2019, the Company had $47.4 million of total unrecognized share-based compensation expense relating to unvested stock options, employee warrants (BSPCE), warrants (BSA) and RSUs, which are expected to be recognized over a weighted-average period of approximately 2.2 years. |