STOCKHOLDERS' EQUITY

12 Months Ended

Feb. 28, 2022

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 15 – STOCKHOLDERS' EQUITY

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 1.75 million shares of our common stock. The first enrollment under the ESPP Plan commenced in February 2019. There are two enrollment periods each year that commence on February 1st and August 1st and lasts for six months. Stock-based compensation expense related to the ESPP Plan for the years ended February 28/29, 2022, 2021 and 2020 were $0.4 million, $0.7 million and $0.5 million, respectively.

Stock-Based Compensation

Our Board of Directors adopted the 2004 Incentive Stock Plan (the 2004 Plan) effective July 30, 2004, which provides for the granting of qualified and nonqualified stock options, restricted stock, performance stock units (PSUs),

restricted stock units (RSUs), phantom stock and bonus stock to employees and directors. The primary purpose of the 2004 Plan is to enhance our ability to attract, motivate, and retain the services of qualified employees, officers and directors. Any stock options under the 2004 Plan will have a term of not more than 10 years and the vesting of the awards will be at the discretion of the Human Capital Committee of the Board of Directors but is not expected to exceed four years. We treat equity awards with multiple vesting tranches as a single award for expense attribution purposes and recognize compensation expense on a straight-line basis over the requisite service period of the entire award. As of February 28, 2022, there were 1.1 million award units in the 2004 Plan that were available for grant.

The following table summarizes our stock option activity (number of options and aggregate intrinsic value in thousands):

	Number of Options			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
Outstanding at February 28, 2019		1,054		$	13.44		5.8
Granted		171			11.11
Exercised		(154	)		2.44
Forfeited or expired		-			-
Outstanding at February 29, 2020		1,071		$	14.65		6.2
Exercised		(141	)		4.07
Forfeited or expired		(152	)		17.52
Outstanding at February 28, 2021		778		$	16.01		6.0
Exercised		(33	)		7.53
Forfeited or expired		(81	)		16.45
Outstanding at February 28, 2022		664		$	16.38		5.4	$	39
Exercisable at:
February 29, 2020		633		$	13.21		4.7	$	850
February 28, 2021		507		$	15.80		5.2	$	123
February 28, 2022		556		$	15.98		5.2	$	33

	Year ended February 28/29,
	2022		2021		2020
Weighted average grant date fair value of stock options granted during the year	$	-	$	-	$	4.82

We use the Black-Scholes-Merton option pricing model for valuation of stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The fair value of stock options at the grant date was determined using the following assumptions as of February 29, 2020:

Black-Scholes Valuation Assumptions
Expected life (years)	6
Expected volatility	43%
Risk-free interest rates	1.9%
Expected dividend yield	0%

No options were granted in fiscal years 2022 and 2021. For the year ended February 29, 2020, the expected life of options was determined using historical experience of our stock option grants and forfeiture activities. The expected volatility is based on the historical volatility of our stock price. The risk-free interest rate is based on the implied yield currently available on U.S. Treasuries with terms which approximate the expected life of the stock options.

Changes in our outstanding restricted stock shares, PSUs and RSUs for the fiscal years ended February 28/29, 2022, 2021 and 2020 were as follows (shares 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, 2019		1,507		$	19.77
Granted		1,597			11.28
Vested		(521	)		18.67		177
Forfeited		(368	)		16.27
Outstanding at February 29, 2020		2,215		$	14.47
Granted		1,885			7.91
Vested		(656	)		15.07		214
Forfeited		(391	)		11.95
Outstanding at February 28, 2021		3,053		$	10.61
Granted		1,629			11.09
Vested		(994	)		12.01		343
Forfeited		(748	)		10.63
Outstanding at February 28, 2022		2,940		$	10.39

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

	Year Ended February 28/29,
	2022		2021		2020
Cost of revenues	$	125	$	501	$	526
Research and development		3,005		2,690		2,213
Selling and marketing		2,369		2,333		2,647
General and administrative		5,782		4,833		5,281
Restructuring		40		1,007		-
	$	11,321	$	11,364	$	10,667

As of February 28, 2022, there was $21.4 million of unrecognized stock-based compensation cost related to non-vested equity awards, which is expected to be recognized over a weighted-average remaining vesting period of 2.3 years.

Tax Benefits from Exercise of Stock Options and Vesting of Restricted Stock and RSU Awards

The aggregate fair value of stock options exercised and vested restricted stock and RSU awards as of the exercise date or vesting date was $13.0 million, $9.4 million and $9.6 million for fiscal years ended February 28/29, 2022, 2021, and 2020, respectively. In connection with these equity awards, the excess stock compensation tax deductions were $0 for fiscal years presented.