Quarterly report pursuant to Section 13 or 15(d)

Stock-based Compensation Plans and Awards

v2.4.0.6
Stock-based Compensation Plans and Awards
6 Months Ended
Jul. 31, 2012
Stock-based Compensation Plans and Awards  
Stock-based Compensation Plans and Awards

8.                       Stock-based Compensation Plans and Awards

 

The Company’s 2011 Equity Incentive Plan (the “2011 Plan”) provides for the issuance of stock options, restricted stock units and other stock-based awards. Each fiscal year, (beginning with the fiscal year that commenced February 1, 2012 and ending with the fiscal year commencing February 1, 2021), the number of shares in the reserve under the 2011 Plan may be increased by the lesser of (x) 10,000,000 shares, (y) 4.0% of the outstanding shares of common stock on the last day of the prior fiscal year or (z) another amount determined by the Company’s board of directors. For the fiscal year beginning February 1, 2012, 4.0% of the outstanding shares of common stock as of January 31, 2012 were added to the number of shares in the reserve. The 2011 Plan is scheduled to terminate in 2021, unless the board of directors determines otherwise. The 2011 Plan is administered by the compensation committee of the board of directors of the Company.

 

Valuation of Awards

 

The per-share fair value of each stock option was determined on the date of grant using the Black-Scholes option pricing model using the following assumptions:

 

 

 

Three Months Ended
July 31,

 

Six Months Ended
July 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Expected life (in years)

 

5.82-6.08

 

N/A

 

5.73-7.02

 

6.67

 

Risk-free interest rate

 

1.70-2.78

%

N/A

 

1.70-3.30

%

1.52

%

Expected volatility

 

54

%

N/A

 

54-57

%

57

%

Expected dividend yield

 

0

%

N/A

 

0

%

0

%

 

Stock Options

 

No stock options were granted during the three months ended July 31, 2012.  A summary of stock option activity for the six months ended July 31, 2012 is as follows:

 

 

 

Options
Outstanding
Stock
Options

 

Weighted-
Average
Exercise
Price

 

Aggregate(1)
Intrinsic
Value

 

 

 

(in thousands, except share and per share data)

 

Balance as of January 31, 2012

 

34,810,926

 

$

2.43

 

$

379,355

 

Granted

 

1,350,000

 

10.63

 

 

 

Exercised

 

(4,732,848

)

0.75

 

 

 

Cancelled

 

(991,217

)

4.67

 

 

 

Balance as of July 31, 2012

 

30,436,861

 

$

2.99

 

$

223,993

 

Equity awards available for grant at July 31, 2012

 

14,274,993

 

 

 

 

 

 

 

(1)                   Amounts represent the difference between the exercise price and the fair value of common stock at period end for all in the money options outstanding based on the fair value per share of common stock.

 

Restricted Stock Units

 

The fair value of the restricted stock units (“RSUs”) is expensed ratably over the vesting period. RSUs vest annually on a cliff basis over the service period, generally four years.

 

During the three and six months ended July 31, 2012, the Company recorded stock-based compensation expense related to RSUs of approximately $2.3 million and $4.1 million, respectively. As of July 31, 2012, total compensation cost not yet recognized of approximately $37.4 million related to non-vested RSUs, is expected to be recognized over a weighted average period of 3.40 years.

 

The following table summarizes the activities for our RSUs for the six months ended July 31, 2012:

 

 

 

Number of
Shares

 

Weighted-
Average
Grant-Date
Fair Value

 

Unvested at January 31, 2012

 

1,426,975

 

$

12.03

 

Granted

 

2,265,800

 

11.76

 

Vested

 

(4,200

)

17.78

 

Canceled

 

(97,733

)

12.73

 

Unvested at July 31, 2012

 

3,590,842

 

$

11.83

 

 

Stock Option Awards with Both a Service Period and a Market Condition

 

On March 22, 2012, Mr. Joseph Kennedy, the Company’s Chief Executive Officer, was granted a non-statutory stock option to purchase 800,000 shares of common stock. This option grant to Mr. Kennedy was intended to be in lieu of an annual equity grant for fiscal 2014. This option includes both a service period and a market vesting condition. The stock option will vest if the 60-day trailing volume weighted average price of the Company’s common stock exceeds $21.00 per share, or if there is a sale of the Company for at least $21.00 per share, in each case prior to July 6, 2017. If the market condition is met, the performance option will vest ratably over four years, beginning on July 6, 2013, subject to severance and change of control acceleration. To the extent that the market condition is not met, the option will not vest and will be cancelled. The Company used a binomial model to value the option with a market condition. The Company used Monte Carlo simulation techniques that incorporate assumptions as provided by management for the term of option from grant date (in years), risk-free interest rate, stock price volatility and beginning stock price. The Company does not adjust compensation cost recognition for subsequent changes in the expected outcome of the market-vesting conditions.

 

The following assumptions were used to value the grant using the Monte-Carlo simulation option pricing model: 10-year term, risk-free interest rate of 2.33%, expected volatility of 70% and a beginning stock price of $10.63. The grant-date fair value for the option was $6.08. As of July 31, 2012, the remaining unrecognized compensation expense of approximately $4.3 million related to this grant is expected to be recognized over a period of 4.9 years.

 

Stock-based Compensation Expenses

 

The weighted-average fair value of stock option grants was $8.58 and $4.50 for the three and six months ended July 31, 2011, respectively and $6.02 for the six months ended July 31, 2012. No stock options were granted during the three months ended July 31, 2012. As of July 31, 2012, total compensation cost related to stock options granted, but not yet recognized, was approximately $40.5 million which the Company expects to recognize over a weighted-average period of approximately 2.5 years.

 

The total grant date fair value of stock options vested during the three and six months ended July 31, 2011was $1.1 million and $1.8 million, respectively.  For the three and six months ended July 31, 2012 the total grant date fair value of stock options vested was $4.6 million and $8.0 million, respectively. The aggregate intrinsic value of all options and warrants exercised during the three and six months ended July 31, 2011 was $23.2 million and $27.5 million, respectively.  For the three and six months ended July 31, 2012 the aggregate intrinsic value of all options and warrants exercised was $19.2 million and $51.6 million, respectively.

 

Stock-based compensation expenses related to all employee and non-employee stock-based awards was as follows (in thousands):

 

 

 

Three Months Ended
July 31,

 

Six Months Ended
July 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

 

 

(unaudited)

 

(unaudited)

 

Stock-based compensation expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue - Other

 

$

148

 

$

304

 

$

212

 

$

567

 

Product development

 

413

 

1,185

 

590

 

2,171

 

Marketing and sales

 

1,079

 

2,738

 

1,502

 

5,668

 

General and administrative

 

488

 

1,810

 

760

 

3,131

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stock-based compensation, recorded in costs and expenses

 

$

2,128

 

$

6,037

 

$

3,064

 

$

11,537