NOTE 10 – STOCK-BASED COMPENSATION

Stock Repurchase

On May 7, 2018, we announced that our Board of Directors authorized a share repurchase program under which we may repurchase up to $30.0 million of our outstanding common stock over the next 12 months. On July 16, 2018, our Board of Directors authorized an additional $9.0 million to repurchase our outstanding common stock, or a total up to $39.0 million through May 2019. Under the stock repurchase program, we may repurchase shares in the open market.

During the quarter ended August 31, 2018, we repurchased approximately 1.0 million shares of our common stock at an average share price of $23.20 for a total cost of $22.9 million, of which $15.0 million was funded from the proceeds from the 2025 Convertible Notes. As of August 31, 2018, $28.6 million of the $39 million had been utilized, or a remaining $10.4 million available to repurchase shares under the authorized program. All of the share repurchases were paid for and retired as of August 31, 2018.

However, the extent to which we repurchase our shares and the timing of such repurchases will depend upon a variety of factors including market conditions, regulatory requirements and other corporate considerations. The share repurchase program may be suspended or discontinued at any time. We expect to finance the purchase of additional shares under the program with existing cash balances.

Employee Stock Purchase Plan

On June 7, 2018, our Board of Directors adopted the CalAmp Corp. 2018 Employee Stock Purchase Plan (the “ESPP”), which was approved by our stockholders on July 25, 2018. The ESPP provides for the issuance of 1,750,000 shares of our common stock. The first enrollment under the ESPP Plan will commence in February 2019.

Equity Awards

Stock-based compensation expense is included in the following captions of the condensed consolidated statements of comprehensive income (loss) (in thousands):

	Three Months Ended				Six Months Ended
	August 31,				August 31,
	2018		2017		2018		2017
Cost of revenues	$	212	$	141	$	389	$	279
Research and development		420		384		785		618
Selling and marketing		680		547		1,251		933
General and administrative		1,368		1,155		2,722		2,214
	$	2,680	$	2,227	$	5,147	$	4,044

Changes in our outstanding stock options during the six months ended August 31, 2018 were as follows (options in thousands):

	Number of Options			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
Outstanding at February 28, 2018		980		$	11.29		5.9
Granted		140			23.08
Exercised		(55	)		1.83
Forfeited or expired		—			—
Outstanding at August 31, 2018		1,065		$	13.33		6.3	$	10,831
Exercisable at August 31, 2018		683		$	9.85		4.7	$	9,316

Changes in our outstanding restricted stock shares, performance stock units (“PSUs”) and restricted stock units (“RSUs”) during the six months ended August 31, 2018 were as follows (restricted shares, PSUs and RSUs in thousands):

	Number of Restricted Shares, PSUs and RSUs			Weighted Average Grant Date Fair Value		Shares Retained to Cover Statutory Minimum Withholding Taxes
Outstanding at February 28, 2018		1,434		$	17.72
Granted		658			23.05
Vested		(438	)		17.21		148
Forfeited		(126	)		19.24
Outstanding at August 31, 2018		1,528		$	20.03

As of August 31, 2018, there was $31.7 million of total unrecognized stock-based compensation cost related to outstanding nonvested equity awards that is expected to be recognized as an expense over a weighted-average remaining vesting period of 3.3 years.