Quarterly report pursuant to Section 13 or 15(d)

Stock-based Compensation Plans and Awards

v2.4.0.8
Stock-based Compensation Plans and Awards
6 Months Ended
Jul. 31, 2013
Stock-based Compensation Plans and Awards  
Stock-based Compensation Plans and Awards

10.                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. The 2011 Plan is administered by the compensation committee of the board of directors of the Company.

 

Stock Options

 

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

 

Six Months Ended

 

 

 

July 31,

 

July 31,

 

 

 

2012

 

2013

 

2012

 

2013

 

Expected life (in years)

 

N/A

 

6.08

 

6.67

 

6.29

 

Risk-free interest rate

 

N/A

 

1.08

%

1.52

%

1.18

%

Expected volatility

 

N/A

 

59

%

57

%

58

%

Expected dividend yield

 

N/A

 

0

%

0

%

0

%

 

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, which is generally four years. During the three and six months ended July 31, 2013, the Company recorded stock-based compensation expense from RSUs of approximately $7.4 million and $13.2 million.

 

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 non-statutory stock options to purchase 800,000 shares of common stock with an exercise price of $10.63 per share. This award includes both a service period and a market vesting condition that stipulates that the award 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 award 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 award will not vest and will be cancelled.

 

The Company used a Monte Carlo simulation to value the award due to the market vesting condition. The following assumptions were used to value the award using the Monte Carlo simulation: 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 award was $6.08 per share.

 

Announced CEO Departure

 

On March 7, 2013, the Company announced that it will begin a process to identify a successor to Mr. Kennedy, who will continue in his current role until his successor is named. As a result, the Company re-evaluated certain estimates and assumptions related to the stock-based compensation expense associated with his awards and reduced stock-based compensation expense by $1.7 million during the three months ended April 30, 2013, primarily related to the award with both a service period and a market condition.

 

Stock-based Compensation Expenses

 

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

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

July 31,

 

July 31,

 

 

 

2012

 

2013

 

2012

 

2013

 

 

 

(unaudited)

 

(unaudited)

 

Stock-based compensation expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue - Other

 

$

304

 

$

495

 

$

567

 

$

951

 

Product development

 

1,185

 

2,525

 

2,171

 

4,288

 

Sales and marketing

 

2,738

 

5,138

 

5,668

 

9,986

 

General and administrative

 

1,810

 

2,384

 

3,131

 

2,698

 

Total stock-based compensation, recorded in costs and expenses

 

$

6,037

 

$

10,542

 

$

11,537

 

$

17,923