but outstanding awards will continue to be governed by it. As of January 31, 2019, 2,148 unvested shares of restricted stock granted and options to purchase an aggregate of 417,695 shares
were outstanding under the 2007 Plan.
The Company had a
Non-Employee
Director Annual
Compensation Program (the Prior Program) under which each
non-employee
director received an automatic grant of RSAs on the first business day of each fiscal quarter. Under the Program, the number
of whole shares to be granted each quarter was equal to 25% of the number calculated by dividing the director compensation amount by the fair market value of the Companys stock on such day. The director annual compensation amount was $55,000
in fiscal year 2017, $65,000 in fiscal year 2018 and $75,000 in fiscal year 2019. In addition, the Chairman of the Board received RSAs with an aggregate value of $6,000, and the Chairs of the Audit and Compensation Committees each receive RSAs with
an aggregate value of $4,000, also issued in quarterly installments and calculated in the same manner as the directors RSA grants. RSAs granted prior to March 30, 2017 become fully vested on the first anniversary of the date of grant.
RSAs granted subsequent to March 30, 2017 become vested three months after the date of grant. A total of 26,515, 28,062 and 11,379 shares were awarded to the
non-employee
directors as compensation under
the Program in fiscal 2019, 2018 and 2017, respectively.
Refer to Note 22, Subsequent Event for details regarding
the Amended and Restated Non-Employee Director Annual Compensation Program adopted January 31, 2019 and effective beginning on February 1, 2019.
In May 2015 (fiscal year 2016), the Company granted an aggregate of 80,000 time-based and 155,000 performance-based RSUs to certain officers of the Company. Based upon revenue in fiscal 2018, 2017 and
2016, 33,638, 9,025 and 15,810 shares of the performance based RSUs were earned in the first quarter of fiscal 2019, 2018 and 2017, respectively.
In March 2016 (fiscal year 2017), the Company granted 50,000 options and 4,030 RSAs to its Chief Executive Officer pursuant to an Equity Incentive Award Agreement dated as of November 24, 2014 (the
CEO Equity Incentive Agreement).
In May 2016 (fiscal year 2017) the Company granted 37,000 options to certain key
employees. On August 1, 2016 (fiscal year 2017) the Company granted 5,000 options to its Chief Financial Officer.
In
March 2017 (fiscal year 2018), the Company granted 50,000 options to the Chief Executive Officer pursuant to the CEO Equity Incentive Agreement. In February and April 2017 the Company granted 52,189 options to certain other key employees. In
December 2017, upon election to the Board, the Company granted 5,000
non-qualified
options and 675 RSUs to a Board member. In January 2018, the Company granted 50,000
non-qualified
options and 15,000 RSUs to the newly appointed Chief Financial Officer.
In April 2018 (fiscal year 2019), the Company granted 5,000
non-qualified
options.
In May 2018 (fiscal year 2019), the Company granted 40,000 options to certain key employees.
In June 2018 (fiscal year 2019), the Company granted an aggregate of 25,000
non-qualified
options
to the members of the Board of Directors. Also in June 2018, the Company granted an aggregate of 126,000 options, 44,275 time-based RSUs and 38,000 performance-based RSUs to certain officers of the Company, all of which vest over three years. Of the
38,000 performance-based RSUs, 35,657 were earned based upon achievement of fiscal 2019 revenue and operating income targets.
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