Equity Incentive Plans | Equity Incentive Plans In June 2020, the Company's shareholders delegated authority to the Company's board of directors to grant stock options and RSUs to employees, and warrants (BSA) to the company's directors and consultants, superseding and replacing the previous delegations of authority to grant equity awards. Consequently, in August 2020, the Company adopted the 2020 Free Share Plan (the "Free Share Plan") and the 2020 Stock Option Plan (the "Stock Option Plan"). The Free Share Plan provides for the grant of RSUs to the Company's employees and employees of any company or group in which the Company holds, directly or indirectly, 10% of the share capital or voting rights as of the date of the grant. The Stock Option Plan provides for the grant of stock options to the Company's employees and directors. The Company no longer grants employee warrants (BSPCE) as the Company no longer meets the eligibility criteria for granting BSPCEs. In June 2021, the Company's shareholders delegated authority to the Company's board of directors to grant stock options and RSUs to employees, and warrants (BSA) to the company's directors and consultants, superseding and replacing the previous delegations of authority to grant equity awards. As of June 30, 2021, there were 2,300,000 ordinary shares available for future grants of stock options, RSUs and warrants (BSA) under the Company’s share pool reserve. Stock options and warrants Most of our stock options and employee warrants (BSPCE) vest 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 and generally individuals must continue to provide services to the Company in order to vest. 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 stock options. In general, warrants (BSA) vest quarterly over a one year period. 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 board, such warrants need to be subscribed for a price at least equal to 5% of the volume weighted average price of the last five trading sessions on the Nasdaq Global Market preceding the date of allocation of the BSA by the board of directors. Otherwise, warrants (BSA) function in the same manner as stock options. The following table summarizes the activity and related weighted-average exercise prices (“WAEP”) and weighted-average remaining contractual term (“WACT”) of the Company’s stock options and warrants for the six months ended June 30, 2021 (in thousands, except exercise price per option): Stock options outstanding BSPCE warrants outstanding BSA warrants outstanding WAEP per share WACT (in years) Aggregate intrinsic value Balance as of December 31, 2020 1,726 108 235 $ 23.97 6.1 $ 31,789 Granted 4 — 1 49.05 Exercised (254) (39) — 16.68 Forfeited (61) — (4) 32.86 Balance as of June 30, 2021 1,415 69 232 $ 24.04 5.7 $ 71,621 Vested and expected to vest as of June 30, 2021 1,313 69 232 $ 23.35 5.5 $ 68,447 Exercisable as of June 30, 2021 854 69 225 $ 18.69 4.1 $ 53,981 The total intrinsic values of stock options and warrants exercised during the period ended June 30, 2021 was $11.7 million. Restricted Stock Units (RSUs) RSUs vest upon either performance-based or service-based criteria. Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified performance period, subject to the satisfaction of certain time-based service criteria. 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. In general, service-based RSUs vest over a four years period, with 25% vesting on the one year anniversary of the grant and equal quarterly installments thereafter. A summary of RSU activity under all of the plans as of June 30, 2021 is presented in the following table (in thousands, except the weighted-average grant date fair value per RSU): Number of service- based RSUs Number of performance- based RSUs Weighted-average grant date fair value Balance as of December 31, 2020 2,388 480 $ 43.26 Granted 444 — 60.22 Vested and released (424) (63) 47.25 Forfeited (126) (128) 41.70 Balance as of June 30, 2021 2,282 289 $ 44.05 Expected to vest as of June 30, 2021 1,894 241 $ 43.75 Employee Stock Purchase Plan In the fourth quarter of 2017, the Company established the 2017 Employee Stock Purchase Plan (the “ESPP”), which was amended and restated in August 2020. In June 2020, the Company's shareholders authorized 550,000 shares for future issuance under the ESPP, which superseded and replaced the shares previously available for issuance under ESPP. The ESPP allows the Company’s employees to purchase ADSs, with each ADS representing one ordinary share of the Company, at a discount through payroll deductions 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 is 85% of the lower of the fair value of the Company’s ADSs on the first trading day or on the last trading day of the offering period. The MoU provides that no new offering periods under the ESPP will commence after March 10, 2021, and the ESPP offering period of February 2021 to August 2021 shall be shortened to end no later than five Compensation expense Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue - subscriptions $ 1,010 $ 1,031 $ 1,999 $ 1,279 Cost of revenue - professional services 488 409 958 815 Sales and marketing 3,522 3,737 7,550 6,191 Research and development 1,940 2,715 4,542 5,672 General and administrative 3,567 3,332 7,110 7,596 Total share-based compensation expense $ 10,527 $ 11,224 $ 22,159 $ 21,553 As of June 30, 2021, the Company had $49.9 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 1.7 years. |