Share-based Compensation

We may grant non-qualified stock options, incentive stock options, SSARs, restricted shares, and restricted share units under our shareholder-approved 2016 Stock Incentive Plan (the 2016 Plan) for up to 2.0 million common shares, plus 957,575 common shares, the number of shares that were remaining for grant under the 2011 Stock Incentive Plan (the 2011 Plan) as of the effective date of the 2016 Plan, plus the number of shares remaining for grant under the 2011 Plan that are forfeited, settled in cash, canceled or expired. The maximum aggregate number of restricted shares or restricted share units that may be granted under the 2016 Plan is 1.25 million. With respect to awards that are intended to qualify for the performance-based exception to the deductibility limitations of Section 162(m) of the Internal Revenue Code, the maximum number of shares subject to stock options or SSARs that may be granted to an individual in a calendar year is 800,000 shares, and the maximum number of shares subject to restricted shares or restricted share units that may be granted to an individual in a calendar year is 400,000 shares.

We have a shareholder-approved 2006 Stock Incentive Plan and a 2000 Stock Incentive Plan that still have vested awards outstanding. Awards are no longer being granted from these incentive plans.

We may distribute authorized but unissued shares or treasury shares to satisfy share option and appreciation right exercises or restricted share and performance share awards.

For stock options and SSARs, the exercise price must be set at least equal to the closing market price of our common shares on the date of grant. The maximum term of stock option and SSAR awards is seven years from the date of grant. Stock option and SSARs awards vest over a period established by the Compensation Committee of the Board of Directors. SSARs may be granted in conjunction with, or independently from, stock option grants . SSARs granted in connection with a stock option are exercisable only to the extent that the stock option to which it relates is exercisable and the SSARs terminate upon the termination or exercise of the related stock option grants.

Restricted shares and restricted share units, whether time-vested or performance-based, may be issued at no cost or at a purchase price that may be below their fair market value, but are subject to forfeiture and restrictions on their sale or other transfer. Performance-based awards may be conditioned upon the attainment of specified performance objectives and other conditions, restrictions, and contingencies. Restricted shares and restricted share units have the right to receive dividends, or dividend equivalents in the case of restricted share units, if any, upon vesting, subject to the same forfeiture provisions that apply to the underlying awards. Subject to certain exceptions set forth in the 2016 and 2011 Plans, for awards to employees, no performance-based restricted shares or restricted share units shall be based on a restriction period of less than one year, and any time-based restricted shares or restricted share units shall have a minimum restriction period of three years.

We record compensation expense related to stock options, stock-settled stock appreciation rights, restricted shares, and performance shares granted to certain employees and non-employee directors based on the fair value of the awards on the grant date. The fair value of restricted share and performance share awards is based on the closing price of our common shares on the grant date. The fair value of stock option and stock-settled appreciation right awards is estimated on the grant date using the Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of our common shares.

The following table summarizes the share-based compensation expense for options, SSARs, restricted and performance awards included in the Consolidated Statements of Operations for fiscal 2017, 2016 and 2015:



	Year ended March 31,
(In thousands)	2017		2016		2015
Product development	$	1,545	$	1,183	$	1,168
Sales and marketing	360		68		135
General and administrative	522		2,154		1,837
Total share-based compensation expense	$	2,427	$	3,405	$	3,140

Stock Options

The following table summarizes the activity during fiscal 2017 for stock options awarded under the 2006 Plan:



(In thousands, except share and per share data)	Number of Options		Weighted- Average Exercise Price			Remaining Contractual Term	Aggregate Intrinsic Value
			(per share)			(in years)
Outstanding at April 1, 2016	545,000		$	15.54
Granted	—		—
Exercised	—		—
Cancelled/expired	(545,000	)	(15.54		)
Outstanding and exercisable at March 31, 2017	—		$	—		0.0	$	—

The following table presents additional information related to stock option activity during the fiscal years ended March 31, 2017, 2016 and 2015:



(In thousands)	2017		2016		2015
Proceeds from stock options exercised	$	—	$	—	$	102
Total intrinsic value of stock options exercised	$	—	$	—	$	4

Stock-Settled Stock Appreciation Rights

Stock-Settled Appreciation Rights (“SSARs”) are rights granted to an employee to receive value equal to the difference in the price of our common shares on the date of the grant and on the date of exercise. This value is settled only in common shares of Agilysys.

We use a Black-Scholes-Merton option pricing model to estimate the fair value of SSARs. The following table summarizes the principal assumptions utilized in valuing SSARs granted in fiscal 2017, 2016 and 2015:



	2017	2016	2015
Risk-free interest rate	0.94%-2.14%	1.53%-1.61%	1.52%
Expected life (in years)	5	5	5
Expected volatility	35.25%-40.22%	46.34%-47.25%	82.56%
Weighted average grant date fair value	$3.69	$3.95	$7.23

The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury bond whose maturity period approximates the expected life of the SSARs. The expected life is estimated using historical data representing the period of time the awards are expected to be outstanding. The estimated fair value of the SSARs granted, less expected forfeitures, is recognized over the vesting period of the awards utilizing the graded vesting method. Under this method, the compensation cost related to unvested amounts begins to be recognized as of the grant date.

The following table summarizes the activity during fiscal 2017 for SSARs awarded under the 2016 and 2011 Plans:



(In thousands, except share and per share data)	Number of Rights		Weighted- Average Exercise Price		Remaining Contractual Term	Aggregate Intrinsic Value
			(per right)		(in years)
Outstanding at April 1, 2016	794,365		$	10.06
Granted	694,231		10.77
Exercised	(136,035	)	8.07
Forfeited	(142,276	)	10.10
Cancelled/expired	(115,307	)	12.96
Outstanding at March 31, 2017	1,094,978		$	10.44	5.8	$	140
Exercisable at March 31, 2017	341,434		$	10.03	4.2	$	130
Vested and expected to vest at March 31, 2017	959,927		$	10.42	5.8	$	139

The following table presents additional information related to SSARs activity during fiscal 2017, 2016 and 2015:



(In thousands)	2017		2016		2015
Compensation expense	$	621	$	1,200	$	792
Total intrinsic value of SSARs exercised	$	360	$	32	$	96
Total fair value of SSARs vesting	$	497	$	1,069	$	779

As of March 31, 2017, total unrecognized stock based compensation expense related to non-vested SSARs was $2.3 million, which is expected to be recognized over a weighted-average vesting period of 2.6 years.

A total of 22,375 shares, net of 11,240 shares withheld to cover the employee’s minimum applicable income taxes, were issued from treasury shares to settle SSARs exercised during the twelve months ended March 31, 2017. The shares withheld were returned to treasury shares.

Restricted Shares

We granted shares to certain of our Directors, executives and key employees under the 2016 and 2011 Plans, the vesting of which is service-based. The following table summarizes the activity during the twelve months ended March 31, 2017 for restricted shares awarded under the 2016 and 2011 Plans:



	Number of Shares		Weighted- Average Grant- Date Fair Value
			(per share)
Outstanding at April 1, 2016	335,773		$	12.06
Granted	428,382		10.27
Vested	(123,046	)	11.3
Forfeited	(150,754	)	11.93
Outstanding at March 31, 2017	490,355		$	10.72

The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of our common shares on the grant date. During fiscal 2017, a total of 93,633 shares, net of 29,383 shares were withheld from the vested restricted shares to cover the employee's minimum applicable income taxes, were issued from treasury. The shares withheld were returned to treasury shares.

The following table presents additional information related to restricted stock activity during fiscal years 2017, 2016, and 2015:



(In thousands)	2017		2016		2015
Compensation expense	$	1,770	$	2,167	$	2,348
Total fair value of restricted share vesting	$	1,182	$	1,638	$	1,572

As of March 31, 2017, total unrecognized stock based compensation expense related to non-vested restricted stock was $3.6 million, which is expected to be recognized over a weighted-average vesting period of 1.2 years. We do not include restricted stock in the calculation of earnings per share until the shares are vested.

Performance Shares

The following table summarizes the activity during fiscal 2017 for performance shares awarded under the 2011 Plan:



	Number of Shares		Weighted- Average Grant- Date Fair Value
			(per share)
Outstanding at April 1, 2016	7,812		$	9.60
Granted	—		—
Vested	(7,812	)	$	9.60
Outstanding at March 31, 2017	—		$	—

The weighted-average grant date fair value of the performance shares is determined based upon the closing price of our common shares on the grant date and assumed that performance goals would be met at target.

The following table presents additional information related to performance share activity during the fiscal 2017, 2016, and 2015:



(In thousands)	2017		2016		2015
Compensation expense	$	36	$	39	$	77
Total fair value of performance share vesting	$	83	$	—	174

Once attainment of the performance goals becomes probable, compensation expense related to performance share awards is recognized ratably over the vesting period based upon the closing market price of our common shares on the grant date.