Stock-based Compensation Expense
|9 Months Ended|
Oct. 31, 2019
|Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]|
|Stock-based Compensation Expense||
2011 Compensation and Incentive Plan.
Our 2011 Compensation and Incentive Plan (the “2011 Plan”) provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units (“RSUs”), deferred stock units (“DSUs”), performance stock units (“PSUs”) and other equity based non-stock option awards as determined by the plan administrator to our officers, employees, consultants and directors. We may satisfy awards upon the exercise of stock options or the vesting of stock units with newly issued shares or treasury shares. The Board of Directors is responsible for the administration of the 2011 Plan and determining the terms of each award, award exercise price, the number of shares for which each award is granted and the rate at which each award vests. In certain instances, the Board of Directors may elect to modify the terms of an award. The number of shares authorized for issuance under the 2011 Plan is 9,300,000. Additionally, outstanding awards under the 2005 Equity Compensation and Incentive Plan that, since adoption of the 2011 Plan, expire, terminate, or are surrendered or canceled without having been fully exercised are available for issuance under the 2011 Plan. As of October 31, 2019, there were 2,667,216 shares available for future grant.
Nonemployee members of the Board of Directors may elect to receive DSUs in lieu of RSUs. The number of units subject to the DSUs is determined as of the grant date and shall fully vest one year from the grant date. The shares underlying the DSUs are not vested and issued until the earlier of the director ceasing to be a member of the Board of Directors (provided such time is subsequent to the first day of the succeeding fiscal year) or immediately prior to a change in control.
Option awards may be granted to employees at an exercise price per share of not less than 100% of the fair market value per common share on the date of the grant. Option awards granted under the 2011 Plan generally vest over a period of one to three years and expire ten years from the date of the grant.
We have a Long-Term Incentive (“LTI”) Program, adopted in fiscal 2016, under which the named executive officers and other of our key employees may receive long-term equity-based incentive awards, which are intended to align the interests of our named executive officers and other key employees with the long-term interests of our stockholders and to emphasize and reinforce our focus on team success. Long-term equity-based incentive compensation awards are made in the form of stock options, RSUs and PSUs subject to vesting based in part on the extent to which employment continues.
2015 Employee Stock Purchase Plan
Under our 2015 Employee Stock Purchase Plan (the “ESPP), six-month offering periods begin on October 1 and April 1 of each year during which eligible employees may elect to purchase shares of our common stock according to the terms of the offering. On each purchase date, eligible employees can purchase our stock at a price per share equal to 85% of the closing price of our common stock on the exercise date, but no less than par value. The maximum number of shares of our common stock authorized for sale under the ESPP is 1,150,000 shares, of which 1,080,726 remain available under the ESPP as of October 31, 2019. Under the ESPP, 12,453 and 14,398 shares were purchased during the first nine months of fiscal 2020 and fiscal 2019, respectively.
In the third quarter of fiscal 2020, we granted 425,000 option awards with a combined fair value totaling $1.2 million.
Our former CEO was granted 800,000 market-based options issued in fiscal 2016 and fiscal 2017. These stock options vest in approximately equal increments based upon the closing price of our common stock achieving a certain level and continued service conditions. We measured the grant-date fair value of these options using a Monte Carlo simulation model and recognized the associated expense over the requisite service period. The fair value of these stock options was $2.1 million, which was recognized over three years. In February 2019, these options were cancelled upon the resignation of our CEO, at which time we reversed $0.5 million of stock-based compensation expense related to the final performance period for a portion of the grant.
We have not granted additional market-based options since fiscal 2017.
We recognized stock-based compensation expense within the accompanying consolidated statements of operations and comprehensive loss as follows:
Stock-based compensation expense in the amount of $0.1 million for modifications to awards was recorded in the three months ended October 31, 2019. A credit to stock-based compensation in the amount of $0.6 million for modifications to awards was recorded in the nine months ended October 31, 2019. As of October 31, 2019, unrecognized stock-based compensation expense related to unvested stock options was approximately $1.7 million, which is expected to be recognized over a weighted average period of 2.5 years. As of October 31, 2019, unrecognized stock-based compensation expense related to unvested RSUs and DSUs was $0.9 million, which is expected to be recognized over a weighted average amortization period of 1.5 years. As of October 31, 2019, unrecognized stock-based compensation expense related to unvested PSUs was $0.04 million, which is expected to be recognized over a weighted average amortization period of 1.0 year.
The entire disclosure for share-based payment arrangement.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef