The Company maintains a defined contribution 401(k) plan (the 401(k) Plan) for all of its eligible U.S. employees. Under the 401(k) Plan, eligible employees may contribute up to the Internal Revenue Service annual contribution limitation. The Company is responsible for administrative costs of the Plan. The Company’s contribution expense for the fiscal years ended January 31, 2023 and 2022 was approximately $0.8 million and $0.6 million, respectively. The Company did not make any matching contributions prior to fiscal year 2022.

2012 Equity Incentive Plan. The 2012 Equity Incentive Plan, or 2012 EIP, permits the grant of ISOs, within the meaning of Section 422 of the Code, to employees of the Company and any of the Company’s subsidiary corporations, and the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, deferred stock units and dividend equivalents to employees, directors and consultants of the Company and any of the Company’s subsidiary corporations’ employees and consultants.

2021 Equity Incentive Plan. In June 2021, the Company’s shareholders approved the 2021 Equity Incentive Plan, or 2021 EIP. The 2021 EIP permits the grant of ISOs, within the meaning of Section 422 of the Code, to employees of the Company and any of the Company’s subsidiary or parent corporations, and the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors and consultants of the Company and any of the Company’s subsidiary or parent corporations’ employees and consultants. Upon adoption of the 2021 EIP, the total number of ordinary shares of the Company reserved for issuance under the 2021 Plan was equal to, subject to adjustments upon changes in capitalization as provided under the 2021 EIP, 1,350,000 ordinary shares, plus (i) any ordinary shares subject to outstanding awards granted under the 2012 EIP, that, after the date the 2012 EIP is terminated, are cancelled, expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company due to failure to vest, and (ii) any ordinary shares that, as of immediately prior to the termination of the 2012 EIP, were available for grant under the 2012 EIP, up to a maximum of 6,834,208 ordinary shares pursuant to clauses (i) and (ii).

In the first quarter of fiscal year 2022, the Company added 1,599,634 shares to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the 2012 EIP. Upon the approval of the 2021 EIP, the 2012 EIP was terminated. No additional awards will be granted under the 2012 EIP and any shares that were reserved but not issued under the 2012 EIP became available for future grant or sale under the 2021 EIP. However, all outstanding stock options and other awards previously granted under the 2012 EIP will remain subject to the terms of the 2012 EIP.

Oculii Corp. 2017 Stock Option Plan. In November 2021, the Company assumed the Oculii Corp. 2017 Stock Option Plan, or 2017 Plan, as part of the acquisition of Oculii. No additional awards will be granted under the 2017 Plan. However, all outstanding stock options previously granted under the 2017 Plan will remain subject to the terms of the 2017 Plan and any outstanding stock options that are cancelled or forfeited due to failure to vest will immediately expire from the 2017 Plan.

The exercise price of ISOs granted to a holder of more than 10% of the voting power of all classes of the Company’s shares shall be no less than 110% of fair market value on the grant date. The exercise price of ISOs granted to other employees and NSOs shall be no less than 100% of fair market value on the grant date. Options granted under the Plan have a term of up to 10 years from grant date. Options granted to new employees generally vest 25% on the first anniversary service date of the grant and the remainder vest ratably over the following 36 months.

Restricted stock and restricted stock units granted to new employees generally vest as to 1/4th of the shares on the first anniversary service date of the grant and 1/16th of the shares vest every 3 months thereafter, so as to be 100% vested on the fourth anniversary of the vesting commencement date.

Vesting schedules for other service condition, market condition or performance condition awards vary and are subject to approval by the Board of Directors; provided that the performance condition associated awards shall not vest at all until the performance conditions are achieved and are subject to the award’s holders continuing to provide services to the Company through such vesting dates. The performance condition awards are automatically forfeited in their entirety, without any cost to or action by the Company, if there has been no achievement of the performance. The holders of restricted stock have voting power and other rights with respect to such shares, provided, however, that such shares are held in escrow and subject to forfeiture until the shares vested.

Amended and Restated 2012 Employee Stock Purchase Plan. The Amended and Restated 2012 Employee Stock Purchase Plan, or ESPP, permits eligible participants to purchase ordinary shares at a discount through contributions up to 15% of their eligible compensation, subject to any IRS limitations. The ESPP provides each offering and purchasing period of six months in duration. The purchase price is 85% of the lower of the closing price of the Company’s ordinary shares on the first trading day of each offering period or on the purchase date.

In the first quarter of fiscal year 2023 and 2022, the Company added 466,285 and 444,343 shares, respectively, to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on February 1st of each fiscal year, the number of ordinary shares reserved for issuance under the ESPP is automatically increased by a number equal to the lesser of (i) 1,500,000 ordinary shares, (ii) one and one quarter percent (1.25%) of the aggregate number of ordinary shares outstanding on such date, or (iii) an amount determined by the Company’s Board of Directors or a duly authorized committee of the Board of Directors.

As of January 31, 2023 and 2022, approximately $4.6 million and $7.8 million of stock-based compensation expense, respectively, was accrued in accrued and other current liabilities in the consolidated balance sheets. Total unrecognized compensation cost related to unvested stock options at January 31, 2023 was $15.9 million and is expected to be recognized over a weighted-average period of 1.85 years. Total unrecognized compensation cost related to unvested restricted stock units was $189.7 million and is expected to be recognized over a weighted-average period of 2.41 years. In April 2022, the Company’s Compensation Committee of the Board of Directors approved the acceleration of vesting of 35,703 shares of unvested equity awards associated with the departure of Mr. Casey Eichler, who was the Company’s Chief Financial Officer until March 2022. As a result, there was approximately $1.7 million of additional stock-based compensation expense, net recognized in fiscal year 2023.

The following table sets forth the weighted-average assumptions used to estimate the fair value of stock options and employee stock purchase plan awards for the periods indicated:


	Year Ended January 31,
	2023			2022			2021
Stock Options:
Volatility		—			51	%		52	%
Risk-free interest rate		—			1.04	%		0.52	%
Expected term (years)		—			5.06			5.78
Dividend yield		—			0	%		0	%
Employee stock purchase plan awards:
Volatility		81	%		57	%		59	%
Risk-free interest rate		2.32	%		0.06	%		0.21	%
Expected term (years)		0.5			0.5			0.5
Dividend yield		0	%		0	%		0	%

The following table summarizes stock option activities for the periods indicated:


	Option Outstanding
												Weighted-
										Total Intrinsic		Average
						Weighted-		Weighted-		Value of		Remaining	Aggregate
				Weighted-		Average		Average		options		Contractual	Intrinsic
				Average		Grant-date		Acquisition-date		Exercised		Term	Value
	Shares			Exercise Price		Fair Value		Fair Value		(in thousands)		(in years)	(in thousands)
Outstanding at January 31, 2020		1,124,646		$	32.93
Granted		51,200			59.54	$	28.37
Exercised		(421,736	)		24.52					$	19,401
Forfeited		(11,618	)		46.69
Expired		(23,349	)		70.11
Outstanding at January 31, 2021		719,143			38.33
Granted		14,700			110.19	$	50.28
Assumed		163,581			23.10			$	173.04
Exercised		(269,287	)		28.23					$	25,622
Forfeited		(7,669	)		68.95
Expired		(1,146	)		9.86
Outstanding at January 31, 2022		619,322			40.08
Exercised		(121,624	)		30.34					$	6,712
Forfeited		(10,618	)		55.97
Expired		(2,289	)		39.19
Outstanding at January 31, 2023		484,791			42.18							4.38	$	23,346
Exercisable at January 31, 2023		370,158		$	44.47							3.59	$	16,927

The intrinsic value of options outstanding and exercisable is calculated based on the difference between the fair market value of the Company’s ordinary shares on the reporting date and the exercise price. The closing price of the Company’s stock was $89.84 on January 31, 2023, as reported by The NASDAQ Global Market. The intrinsic value of exercised options is calculated based on the difference between the fair market value of the Company’s stock on the exercise date and the exercise price.

The following table summarizes restricted stock unit activities for the periods indicated:


				Weighted-
				Average
				Grant-Date
	Shares			Fair Value
Unvested at January 31, 2020		2,617,266		$	50.30
Granted		1,499,203			53.45
Vested		(1,162,883	)		50.53
Forfeited		(81,785	)		54.48
Unvested at January 31, 2021		2,871,801			51.73
Granted		1,213,257			128.80
Vested		(1,367,309	)		53.85
Forfeited		(66,614	)		71.59
Unvested at January 31, 2022		2,651,135			85.41
Granted		1,549,174			74.45
Vested		(1,513,972	)		71.32
Forfeited		(112,978	)		99.46
Unvested at January 31, 2023		2,573,359		$	86.81

Total fair value as of the respective vesting dates of restricted stock units vested for the fiscal years ended January 31, 2023, 2022 and 2021 was approximately $122.0 million, $192.5 million, and $69.0 million, respectively. As of January 31, 2023, the aggregate intrinsic value of unvested restricted stock units was $231.2 million.