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Share-based Compensation
9 Months Ended
Dec. 31, 2019
Share Based Compensation [Abstract]  
Share-based Compensation

10. 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 ("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 ("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.

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.

We record compensation expense related to stock options, SSARs, 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 SSARs 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 condensed consolidated statements of operations:

 

 

 

Three Months Ended

December 31,

 

 

Nine Months Ended

December 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Product development

 

$

639

 

 

$

509

 

 

$

1,579

 

 

$

938

 

Sales and marketing

 

 

104

 

 

 

136

 

 

 

217

 

 

 

335

 

General and administrative

 

 

586

 

 

 

637

 

 

 

1,360

 

 

 

1,683

 

Total share-based compensation expense

 

$

1,329

 

 

$

1,282

 

 

$

3,156

 

 

$

2,956

 

 

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 in common shares of Agilysys, Inc.

The following table summarizes the activity during the nine months ended December 31, 2019 for SSARs awarded under the 2011 and 2016 Plans:

 

 

 

Number of

Rights

 

 

Weighted-Average Exercise Price

 

 

Remaining

Contractual Term

 

 

Aggregate

Intrinsic Value

 

(In thousands, except share and per share data)

 

 

 

 

 

(per right)

 

 

(in years)

 

 

 

 

 

Outstanding at April 1, 2019

 

 

1,016,643

 

 

$

11.22

 

 

 

 

 

 

 

 

 

Granted

 

 

91,364

 

 

 

22.41

 

 

 

 

 

 

 

 

 

Exercised

 

 

(30,430

)

 

 

9.47

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(15,704

)

 

 

18.13

 

 

 

 

 

 

 

 

 

Expired

 

 

(9,112

)

 

 

10.35

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

1,052,761

 

 

$

12.15

 

 

 

4.3

 

 

$

13,959

 

Exercisable at December 31, 2019

 

 

825,908

 

 

$

10.96

 

 

 

3.9

 

 

$

11,931

 

 

As of December 31, 2019, total unrecognized share-based compensation expense related to non-vested SSARs was $0.5 million, which is expected to be recognized over a weighted-average vesting period of 2.6 years.

Restricted Shares

We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. The following table summarizes the activity during the nine months ended December 31, 2019 for restricted shares awarded under the 2011 and 2016 Plans:

 

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value

 

(In thousands, except share and per share data)

 

 

 

 

 

(per share)

 

Outstanding at April 1, 2019

 

 

237,146

 

 

$

13.46

 

Granted

 

 

197,460

 

 

 

22.57

 

Vested

 

 

(2,757

)

 

 

22.67

 

Forfeited

 

 

(45,009

)

 

 

17.01

 

Outstanding at December 31, 2019

 

 

386,840

 

 

$

17.63

 

 

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. As of December 31, 2019, total unrecognized share-based compensation expense related to non-vested restricted stock was $3.1 million, which is expected to be recognized over a weighted-average vesting period of 2.0 years.

Performance Shares

We awarded certain restricted shares to our Chief Executive Officer, the vesting of which is performance based. The number of shares that vest will be based on relative attainment of a performance metric and any unvested shares will forfeit upon settlement of the bonus.

The following table summarizes the activity during the nine months ended December 31, 2019 for the performance shares awarded under the 2016 Plan:

 

(In thousands, except share and per share data)

 

Number of Shares

 

Outstanding at April 1, 2019

 

 

63,291

 

Granted

 

 

30,120

 

Vested

 

 

(23,526

)

Forfeited

 

 

(39,765

)

Outstanding at December 31, 2019

 

 

30,120

 

 

Based on the performance goals, management estimates a liability of approximately $450,000 to be settled through the vesting of a variable number of the performance shares subsequent to March 31, 2020. As of December 31, 2019, total unrecognized share-based compensation expense related to non-vested performance shares was $0.1 million, which is expected to be recognized over the remaining vesting period of 3 months.