10.

STOCK-BASED COMPENSATION

The Company

’s equity awards consist of RSUs and SARs. For a description of the Company’s stock-based compensation plans, see Note

“Stock-Based Compensation” in Notes to Consolidated Financial Statements included in the Annual Report on Form

-K for the year ended

January 31, 2017.

Stock-Based Compensation

The following table sets forth reported stock-based compensation expense for the

three

and

nine

months ended

October 31, 2017

and

2016:

	Three Months Ended October 31,				Nine Months Ended October 31,
	2017		2016		2017		2016
	(in thousands)				(in thousands)
Cost of subscription	$	37	$	32	$	98	$	81
Cost of maintenance and other revenue		107		80		279		219
Cost of professional services		309		232		803		618
Sales and marketing		421		306		1,106		904
Research and development		338		262		895		748
General and administrative		1,099		908		3,490		2,951
Total stock-based compensation expense	$	2,311	$	1,820	$	6,671	$	5,521

RSU Information

The estimated fair value of RSUs was calculated based on the closing price of the Company

’s common stock on the date of grant, reduced by the present value of dividends foregone during the vesting period.

The following table summarizes the activity for RSUs for the

nine

months ended

October 31, 2017:

	RSUs			Weighted Average Grant Date Fair Value
	(in thousands)
Outstanding at January 31, 2017		623		$	20.56
Granted		294			30.68
Released (1)		(245	)		20.44
Forfeited		(10	)		20.99
Outstanding at October 31, 2017		662		$	25.07

_________________________

(

)

The

number of RSUs released includes shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.

The Company withholds a portion of the released shares as consideration for the Company

’s payment of applicable employee income taxes. During the

three

months ended

October 31, 2017,

the Company withheld

2,000

shares for payment of these taxes at a value of

$62,000.

During the

nine

months ended

October 31, 2017,

the Company withheld

74,000

shares for payment of these taxes at a value of

$2.4

million.

Total unrecognized compensation cost related to RSUs was approximately

$14.2

million as of

October 31, 2017.

This cost is expected to be recognized over a weighted-average period of approximately

2.9

years.

SAR Information

The weighted average assumptions used to value SARs granted in the

nine

months ended

October 31, 2017

and

2016

are shown in the following table:

	Nine Months Ended October 31,
	2017			2016
Expected life in years (1)		5.50			5.25
Risk free interest rate (2)		1.82	%		1.16	%
Volatility (3)		33	%		36	%
Dividend rate (4)		0.91	%		1.51	%

____________________________

(

)

The expected life of SARs granted under the stock-based compensation plans

is based on historical vested SAR exercise and post-vest forfeiture patterns and includes an estimate of the expected term for SARs that were fully vested and outstanding.

(

)

The risk-free interest rate is based on the U.S. Treasury yield for a term co

nsistent with the expected life of SARs in effect at the time of grant.

(

)

The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of the Company

’s common stock for a period equivalent to the expected life of the SARs, which it believes is representative of the expected volatility over the expected life of the SARs.

(

)

The Company expects to continue paying quarterly dividends at the same rate as the

nine

months ending on

October 31, 2017.

The following table summarizes the activity for outstanding SARs for the

nine

months ended

October 31, 2017:

	SARs (in thousands)			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 31, 2017		2,793		$	15.51
Granted		380			31.65
Exercised		(127	)		10.54
Expired		(10	)		9.75
Forfeited		—			—
Outstanding at October 31, 2017		3,036		$	17.75		4.2	$	56,056
Vested and exercisable at October 31, 2017		2,085		$	14.23		3.1	$	45,683

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the aggregate difference between the closing stock price of the Company

’s common stock based on the last trading day as of

October 31, 2017,

and the exercise price for in-the-money SARs) that would have been received by the holders if all SARs had been exercised on

October 31, 2017.

The total intrinsic value of SARs exercised in the

nine

months ended

October 31, 2017

was

$2.7

million. The weighted average grant date fair value per share of SARs granted in the

nine

months ended

October 31, 2017

and

2016

was

$9.59

and

$5.43,

respectively.

SARs were granted in the

three

months ended

October 31, 2017

and

2016.

The number of SARs exercised includes shares withheld on behalf of employees to satisfy minimum statutory tax withholding requirements.

During the

three

months ended

October 31, 2017,

the Company withheld

12,000

shares for payment of these taxes at a value of

$0.4

million. During the

nine

months ended

October 31, 2017,

the Company withheld

28,000

shares for payment of these taxes at a value of

$0.9

million.

October 31, 2017,

there was approximately

$6.4

million of total unrecognized compensation cost related to unvested SARs. This cost is expected to be recognized over a weighted-average period of approximately

2.8

years.