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 September 30, 2017, there were 702,860 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. In August 2017, our shareholders approved an amendment to our 2015 Equity Incentive Plan, (the “Amended 2015 Plan”), to, among other items, increase the number of shares of common stock reserved for issuance thereunder by 6,000,000. The Amended 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 Amended 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 Amended 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 Amended 2015 Plan, awards under the Amended 2015 Plan will fully vest under certain circumstances. As of September 30, 2017, there were 1,989,375 outstanding options, 1,619,002 outstanding shares of restricted stock awards, 114,916 outstanding shares of performance stock awards, and 11,352,428 shares available for future grant under the Amended 2015 Plan.

The following table summarizes the stock option transactions during the six months ended September 30, 2017:



	Number of Shares		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Outstanding, April 1, 2017	2,885,415		$	15.41	6.2	$	3,150
Granted	334,000		16.03		7.7
Exercised	(216,405	)	16.62		6.2	$	119
Forfeited/Canceled	(310,775	)	17.75		5.1
Outstanding, September 30, 2017	2,692,235		$	16.44	6.0	$	4,012
Vested and expected to vest, September 30, 2017	2,440,400		$	16.64	5.9	$	2,885
Exercisable, September 30, 2017	921,280		$	20.10	4.6	$	768

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



	Three Months Ended September 30,		Six Months Ended September 30,
	2017	2016	2017	2016

Expected term	5.6 years	6.6 years	5.6 - 5.7 years	6.0 - 6.6 years
Expected volatility	37.2%	36.9%	37.2% - 37.7%	36.9% - 37.4%
Expected dividends	—%	—%	—%	—%
Risk-free rate	1.9%	1.2%	1.9%	1.2% - 1.5%

The weighted-average grant date fair value of stock options granted during the six months ended September 30, 2017 and 2016 was $6.11 and $4.92 per share, respectively.

During the six months ended September 30, 2017, a total of 334,000 options to purchase shares of common stock were granted under the Amended 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

June 13, 2017	249,000	$	16.37	Four years	June 13, 2025
May 24, 2017	60,000	$	14.57	Four years	May 24, 2025
August 4, 2017	25,000	$	16.13	Four years	August 4, 2025

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

Non-vested stock option award activity during the six months ended September 30, 2017 is summarized as follows:



	Non-Vested Number of Shares		Weighted- Average Grant-Date Fair Value per Share
Outstanding, April 1, 2017	2,073,295		$	5.09
Granted	334,000		6.11
Vested	(430,190	)	4.86
Forfeited/Canceled	(206,150	)	4.57
Outstanding, September 30, 2017	1,770,955		$	4.98

As of September 30, 2017, $7,590 of total unrecognized compensation costs related to stock options is expected to be recognized over a weighted-average period of 3.1 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 six months ended September 30, 2017 and 2016 was $2,092 and $1,486, respectively.

Restricted stock awards activity during the six months ended September 30, 2017 is summarized as follows:



	Number of Shares		Weighted- Average Grant-Date Fair Value per Share
Outstanding, April 1, 2017	902,948		$	12.92
Granted	1,081,374		15.57
Vested	(288,304	)	12.57
Canceled	(77,016	)	13.81
Outstanding, September 30, 2017	1,619,002		$	14.79

Share-based compensation expense related to restricted stock awards was $2,207 and $972 for the three months ended September 30, 2017 and 2016, respectively. Share-based compensation expense related to restricted stock awards was $3,746 and $1,517 for the six months ended September 30, 2017 and 2016, 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 to three years.

As of September 30, 2017, $20,842 of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of 2.4 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 114,916 shares 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 $77 and $150 for the three and six months ended September 30, 2017, respectively.

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 September 30, 2017, we have issued 290,649 shares under the Purchase Plan and 3,709,351 shares are available for future issuance.

Share-based compensation expense recorded for the employee share purchase plan was $80 and $81 for the three months ended September 30, 2017 and 2016, respectively. Share-based compensation expense recorded for the employee share purchase plan was $177 and $207 for the six months ended September 30, 2017 and 2016, respectively.