14. Share‑Based Compensation

The Company’s 2008 Employee Stock Incentive Plan (the "2008 Plan") permitted the grant of share-based awards to its employees , directors and certain other service providers. Option awards were generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Options granted during 2013, 2012 and 2011 generally vest over four-year periods. In general, the options expire after a period not exceeding ten years. As of December 31, 2014, there were 1,743 stock options outstanding under the 2008 Plan. No further awards may be granted under the 2008 Plan.

The Company's Long-Term Incentive Plan (the ‘‘LTIP”), which was adopted in March 2013 and became effective in May 2013 when it was approved by the Company's stockholders, permits the grant of share-based awards to its employees, directors and certain other service providers. A maximum of 6,000 shares may be issued pursuant to the LTIP. Option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant and generally have a three-year vesting period and an expiration period not exceeding ten years. Restricted stock units generally vest over a three-year period.

The weighted-average grant date fair value of stock options granted during the year ended December 31, 2014, the three months ended December 31, 2013, and the years ended September 30, 2013 and 2012 was $9.03, $15.45, $7.26 and $6.39, respectively. These fair values were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:



	Year Ended December 31,		Three Months Ended December 31,		Year Ended September 30,
	2014		2013		2013		2012
Expected dividend yield	—		—		—		—
Expected volatility	38.4	%	46.0	%	48.8	%	53.6	%
Risk-free interest rate	1.65	%	1.91	%	1.23	%	1.00	%
Expected term (years)	5.55		5.95		5.86		5.87

The Company’s expected volatility assumption used in the Black-Scholes option pricing model was based on peer group information, and the expected life assumption used the midpoint in estimating the expected term due to the limited historical exercise activity. The expected term is calculated as the midpoint between the vesting term and contractual term of the award. The risk-free interest rate used in the Black-Scholes model was based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the Company’s expected term assumption. The Company has never declared dividends on its shares and has no current plans to declare such dividends that would require a dividend yield assumption other than zero for inclusion in the pricing model.

A summary of stock option activity is presented below:



	Year Ended December 31,				Three Months Ended December 31,				Year Ended September 30,
	2014				2013				2013				2012
	Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price
	(in thousands, except per share amounts)
Outstanding, beginning of period	3,747		$	17.68	3,302		$	14.41	2,448		$	13.76	1,836		$	13.84
Granted	360		23.22		631		33.75		1,086		15.58		740		13.48
Exercised	(280	)	13.15		(124	)	13.48		(124	)	12.52		—		—
Canceled *	(328	)	23.74		(62	)	15.04		(108	)	13.59		(128	)	13.42
Outstanding, end of period	3,499		18.14		3,747		17.68		3,302		14.41		2,448		13.76

* The number of options forfeited and expired was not significant in the year ended December 31, 2014, the three months ended December 31, 2013 and the years ended September 30, 2013 and September 30, 2012, and is included in canceled stock options.

The following table summarizes stock options outstanding and exercisable at December 31, 2014:



	Outstanding				Exercisable
	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Exercise price	(in thousands, except per share amounts)
$0.00 ‑ $4.28	28	$	3.50	1.86	28	$	3.50	1.86
$4.28 ‑ $8.56	—	—		—	—	—		—
$8.56 ‑ $12.85	346	10.06		4.39	342	10.06		4.36
$12.85 ‑ $17.13	2,276	15.12		5.68	1,785	15.19		4.96
$17.13 ‑ $21.41	77	19.90		9.43	—	—		—
$21.41 ‑ $25.69	241	23.74		9.73	—	—		—
$25.69 ‑ $29.97	77	28.47		7.44	19	28.55		7.22
$29.97 ‑ $34.26	311	33.23		8.25	123	33.23		7.29
$34.26 ‑ $38.54	—	—		—	—	—		—
$38.54 ‑ $42.82	143	39.95		8.85	40	40.18		8.64
	3,499	18.14		6.28	2,337	15.79		5.04

The intrinsic value of outstanding and vested stock options at December 31, 2014 was $39,326 and $30,712, respectively. As of December 31, 2014, the Company had 19,665 of total unrecognized compensation expense related to non-vested employee options that will be recognized over a weighted-average period of 2.14 years.

Under the 2008 Plan, the Company also granted restricted stock units to eligible employees and directors. The stated vesting of these grants generally ranged from immediate to three years, but the restricted stock units only became payable to employees in cash or shares of the Company's common stock if there was a change in control of the Company or termination of the agreements in connection with an initial public offering. As the Company had determined that neither of these events was probable in any period prior to the IPO, the Company had not recognized any share-based compensation expense related to the restricted stock units prior to June 12, 2013. In connection with the IPO, all outstanding 623 restricted stock units were terminated in accordance with their terms and became payable one year following the IPO, and the Company recorded share-based compensation expense equal to the fair value of the 623 restricted stock units of $9,351 during the three months ended June 30, 2013. During June 2014, in connection with the payment of these restricted stock units, the Company delivered 429 shares of common stock and withheld 194 shares of common stock to satisfy tax withholding obligations, which were recorded in stockholders' equity as treasury stock.

A summary of RSU activity is presented below:



	Year Ended December 31,				Three Months Ended December 31,			Year Ended September 30,
	2014				2013			2013				2012
	RSUs		Weighted Average Grant Date Fair Value		RSUs	Weighted Average Grant Date Fair Value		RSUs		Weighted Average Grant Date Fair Value		RSUs		Weighted Average Grant Date Fair Value
	(in thousands, except per share amounts)
Outstanding, beginning of period	719		$	15.75	709	$	15.50	630		$	13.74	348		$	14.20
Granted	151		23.01		10	33.23		92		18.85		286		13.03
Vested	(680	)	15.26		—	—		—		—		—		—
Forfeited	—		—		—	—		(13	)	13.03		(4	)	13.03
Outstanding, end of period	190		$	23.27	719	$	15.75	709		$	15.50	630		$	13.74

The intrinsic value of outstanding restricted stock units was $5,401 at December 31, 2014. As of December 31, 2014, the Company had$4,739 of total unrecognized compensation expense related to restricted stock units that will be recognized over a weighted-average period of 1.96 years.

The Textura Corporation Employee Stock Purchase Plan (the ‘‘ESPP”) is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended. Employees of the Company whose customary employment is more than 20 hours per week are eligible to contribute up to 10% percent of their base salary, subject to certain limitations, over the course of six-month offering periods for the purchase of shares of common stock. The purchase price for shares of common stock purchased under the ESPP is equal to 85% of the fair market value of a share of common stock at the beginning or end of the applicable six-month offering period, whichever is lower. On April 1, 2014, the Company commenced employee participation in the ESPP. The stock-based compensation expense recognized in connection with the ESPP for the year ended December 31, 2014 was $26. In connection with the six-month offering period ended September 30, 2014, the Company issued 3 shares for total proceeds of $67.

In September 2014, two co-founders of the Company retired from full-time employment with the Company and entered into consulting arrangements to provide certain transition services to the Company beginning in October 2014. Pursuant to the severance arrangements provided in their respective employment agreements, all unvested stock options held by such former employees became exercisable upon the termination of their respective employment with the Company and the exercise period for outstanding stock options was one to four years. Because the respective employment agreements provided for the accelerated vesting of such options, there was no additional expense recorded other than the acceleration of the share-based compensation for the awards that vested upon their terminations. Accordingly, the Company recognized $865 in share-based compensation expense for the year ended December 31, 2014 related to the acceleration of vesting of these stock options. (See Note 20 for further details on the related severance arrangements.)

Pursuant to the consulting arrangements with the Company referenced above, in October 2014, the former employees were collectively granted stock options to purchase 33 shares of the Company's common stock. Such stock options vest over a period between six and twelve months, and the Company is recognizing the expense for these non-employee options as they vest. Since they are non-employee stock awards, the Company recognizes the expense based on the fair value of the awards at the end of each reporting period beginning in the quarter ended December 31, 2014.

Share-based compensation expense for employee and non-employee equity awards was $8,375, $1,583, $12,628 and $2,676, respectively, for the year ended December 31, 2014, the three months ended December 31, 2013 and the years ended September 30, 2013 and 2012. These expenses are reflected in the following captions in the consolidated statements of operations:



	Year Ended December 31,		Three Months Ended December 31,		Year Ended September 30,
	2014		2013		2013		2012
	(in thousands)
Cost of services	$	594	$	95	$	2,147	$	203
General and administrative	4,617		857		5,294		1,588
Sales and marketing	1,501		401		2,471		298
Technology and development	1,663		230		2,716		587
Total	$	8,375	$	1,583	$	12,628	$	2,676