Share-Based Awards

Employee Stock Option and Incentive Plans

In October 2005, our shareholders approved a stock option and incentive plan (the “2005 Plan”) under which 4,800,000 shares of common stock were reserved for the issuance of awards, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares, performance units (including performance options) and other share-based awards. The 2005 Plan provides that our employees and directors may, at the discretion of the Board of Directors ("Board") or a duly designated compensation committee, be granted certain share-based awards. In the case of option awards granted under the 2005 Plan, the exercise price of each option is determined based on the date of grant and expire no later than 10 years from the date of grant. Awards granted pursuant to the 2005 Plan are subject to the vesting schedule or performance metrics set forth in the agreements pursuant to which they are granted. Upon a change of control of our Company, as such term is defined in the 2005 Plan, awards under the 2005 Plan will fully vest under certain circumstances. The 2005 Plan expired on May 25, 2015. As of March 31, 2017, there were 885,665 outstanding options under the 2005 Plan.

In August 2015, our shareholders approved a stock option and incentive plan (the “2015 Plan”) under which 11,500,000 shares of common stock were reserved for the issuance of awards, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards, performance stock awards and other share-based awards. The 2015 Plan provides that our employees and directors may, at the discretion of the Board of Directors or a duly designated compensation committee, be granted certain share-based awards. In the case of option awards granted under the 2015 Plan, the exercise price of each option is determined based on the date of grant and expire no later than 10 years from the date of grant. Awards granted pursuant to the 2015 Plan are subject to the vesting schedule or performance metrics set forth in the agreements pursuant to which they are granted. Upon a change of control of our Company, as such term is defined in the 2015 Plan, awards under the 2015 Plan will fully vest under certain circumstances. As of March 31, 2017, there were 1,999,750 outstanding options, 902,948 outstanding shares of restricted stock awards, 118,999 outstanding shares of performance stock awards, and 7,876,341 shares available for future grant under the 2015 Plan.

The following table summarizes the stock option transactions during the years ended March 31, 2017, 2016, and 2015:



	Number of Shares		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Outstanding, March 31, 2014	1,370,101		$	27.85	5.8
Granted	469,650		15.97		7.2
Forfeited/Canceled	203,575		24.85		4.9
Outstanding, March 31, 2015	1,636,176		$	24.82	5.5	$	8
Granted	1,414,000		$	15.51	7.6
Exercised	(800	)	$	15.99	6.2	$	1
Forfeited/Canceled	(572,090	)	$	24.65	4.6
Expired	(30,000	)	$	22.81
Outstanding, March 31, 2016	2,447,286		$	19.55	6.3	$	574
Granted	1,146,500		11.30		7.2
Forfeited/Canceled	(708,371	)	16.86		3.4
Outstanding, March 31, 2017	2,885,415		$	15.41	6.2	$	3,150
Vested and expected to vest, March 31, 2017	2,613,171		$	16.87	6.1	$	2,496
Exercisable, March 31, 2017	812,120		$	22.16	4.7	$	125

We utilize the Black-Scholes valuation model for estimating the fair value of share-based compensation with the following assumptions:



	Year Ended	Year Ended	Year Ended
	March 31, 2017	March 31, 2016	March 31, 2015
Expected term	6.0 - 6.6 years	3.8 - 3.9 years	4.8 years
Expected volatility	36.9% - 37.4%	38.3% - 41.1%	36.1% - 36.6%
Expected dividends	—%	0.0% - 5.3%	4.3% - 4.4%
Risk-free rate	1.2% - 2.1%	1.1% - 1.6%	1.6% - 1.7%

During the years ended March 31, 2017, 2016, and 2015, a total of 1,146,500, 1,414,000, and 469,650 options, respectively, to purchase shares of common stock were granted under the 2015 Plan at an exercise price equal to the market price of our common stock on the date of grant, as summarized below:



Option Grant Date	Number of Shares	Exercise Price		Vesting Terms ⁽¹⁾	Expiration
January 31, 2017	90,000	$	15.01	Four years	January 31, 2025
November 1, 2016	50,000	$	12.71	Four years	November 1, 2024
July 11, 2016	150,000	$	12.60	Four years	July 11, 2024
May 31, 2016	100,000	$	12.71	Five years	May 31, 2024
May 25, 2016	216,500	$	12.78	Four years	May 25, 2024
May 24, 2016	540,000	$	12.93	Four years	May 24, 2024
Fiscal year 2017 grants	1,146,500

March 1, 2016	450,000	$	15.60	Four years	March 1, 2024
February 1, 2016	200,000	$	14.20	Four years	February 1, 2024
January 4, 2016	200,000	$	16.85	(2)	January 4, 2024
August 17, 2015	150,000	$	12.80	(3)	August 17, 2023
May 22, 2015	414,000	$	16.64	Five years	May 22, 2023
Fiscal year 2016 grants	1,414,000

March 11, 2015	10,000	$	15.84	Five years	March 11, 2023
September 2, 2014	20,000	$	15.63	Five years	September 2, 2022
June 3, 2014	439,650	$	15.99	Five years	June 3, 2022
Fiscal year 2015 grants	469,650

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⁽¹⁾ Options vest in equal annual installments on each grant anniversary date commencing one year following the date of grant.

⁽²⁾ 100,000 options fully vest on March 31, 2017 and the remaining 100,000 options vest on March 31, 2018.

⁽³⁾ Option vests in five equal annual installments beginning on July 1, 2016.

The weighted-average grant date fair value of stock options granted during the years ended March 31, 2017, 2016, and 2015 was $5.00, $4.44, and $3.50 per share, respectively.

Non-vested stock option award activity during the years ended March 31, 2017, 2016, and 2015 is summarized as follows:



	Number of Shares		Weighted- Average Grant-Date Fair Value per Share
Non-vested, March 31, 2014	991,560		$	7.73
Granted	469,650		3.50
Vested	(269,785	)	8.24
Forfeited/Canceled	(123,135	)	6.57
Non-vested, March 31, 2015	1,068,290		$	5.81
Granted	1,414,000		4.44
Vested	(311,740	)	5.44
Forfeited/Canceled	(310,800	)	5.45
Non-vested, March 31, 2016	1,859,750		$	4.67
Granted	1,146,500		5.00
Vested	(540,595	)	3.87
Forfeited/Canceled	(392,360	)	4.50
Non-vested, March 31, 2017	2,073,295		$	5.09

As of March 31, 2017, $7,834 of total unrecognized compensation costs related to stock options is expected to be recognized over a weighted-average period of 3 years. This amount does not include the cost of new options that may be granted in future periods or any changes in our forfeiture percentage. The total fair value of options vested during the years ended March 31, 2017, 2016, and 2015 was $2,090, $1,697, and $2,224, respectively.

Restricted stock awards activity during the years ended March 31, 2017 is summarized as follows:



	Number of Shares		Weighted- Average Grant-Date Fair Value per Share
Outstanding, March 31, 2014	64,571		$	20.74
Granted	48,414		$	15.77
Vested	(34,780	)	$	21.33
Outstanding, March 31, 2015	78,205		$	17.94
Granted	165,634		$	14.06
Vested	(51,092	)	$	20.14
Canceled	(1,500	)	$	17.95
Outstanding, March 31, 2016	191,247		$	14.44
Granted	909,456		12.93
Vested	(92,543	)	15.25
Canceled	(105,212	)	13.00
Outstanding, March 31, 2017	902,948		$	12.92

Share-based compensation expense related to restricted stock awards was $3,691, $940, and $877 for the years ended March 31, 2017, 2016, and 2015, respectively.

The weighted-average grant date fair value for the restricted stock awards was estimated using the market price of the common stock on the date of grant. The fair value of the restricted stock awards is amortized on a straight-line basis over the vesting period, which is generally between one and three years.

As of March 31, 2017, $8,810 of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of 2 years. This amount does not include the cost of new restricted stock awards that may be granted in future periods.

On December 29, 2016, the Compensation Committee of the Board granted 123,082 performance stock awards to certain executive officers, of which 118,999 share are currently outstanding. The performance stock awards vest in four equal increments on each of the first four anniversaries of the grant date, subject in each case to the executive officer’s continued service and achievement of certain Company performance goals, including strong Company stock price performance. Share-based compensation expense related to the performance stock awards was $78 for the for the fiscal year ended March 31, 2017.

Employee Share Purchase Plan

On August 11, 2014, our shareholders approved an Employee Share Purchase Plan (the “Purchase Plan”) under which 4,000,000 shares of common stock were reserved for future grant. The Purchase Plan allows eligible employees to purchase shares through payroll deductions of up to 15% of total base salary at a price equal to 90% of the lower of the fair market values of the shares as of the beginning or the end of the corresponding offering period. Any shares purchased under the Purchase Plan are subject to a six-month holding period. Employees are limited to purchasing no more than 1,500 shares on any single purchase date and no more than $25,000 in total fair market value of shares during any one calendar year. As of March 31, 2017, we have issued 238,622 shares under the Purchase Plan and 3,761,378 shares are available for future issuance.

Share-based compensation expense recorded for the employee share purchase plan was $359, $291, and $116 for the years ended March 31, 2017, 2016, and 2015, respectively.