Share-based Compensation

We may grant non-qualified stock options, incentive stock options, stock-settled stock appreciation rights, restricted shares, and restricted share units for up to 3.0 million common shares under our 2011 Stock Incentive Plan (the 2011 Plan). 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. The maximum aggregate number of restricted shares or restricted share units that may be granted under the 2011 Plan is 1.0 million.

We have a shareholder-approved 2006 Stock Incentive Plan (the 2006 Plan), as well as, a 2000 Stock Option Plan for Outside Directors 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.

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
	June 30,
(In thousands)	2014		2013
Product development	$	167	$	142
Sales and marketing	20		13
General and administrative	178		210
Total share-based compensation expense	$	365	$	365

Stock Options

The following table summarizes the activity during the three months ended June 30, 2014 for stock options awarded under the 2006 Plan:



	Number of Options		Weighted- Average Exercise Price		Remaining Contractual Term	Aggregate Intrinsic Value
(In thousands, except share and per share data)			(per share)		(in years)
Outstanding at April 1, 2014	627,500		$	15.26
Granted	—		—
Exercised	(7,500	)	13.76
Cancelled/expired	—		—
Outstanding and exercisable at June 30, 2014	620,000		$	15.28	1.8	$	51

A total of 565 shares, net of 6,935 shares withheld to cover the applicable exercise price of the award and, were issued from treasury shares to settle stock options exercised during the first three months of fiscal 2015.

Stock-Settled Stock 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.

The following table summarizes the activity during the three months ended June 30, 2014 for SSARs awarded under the 2011 and the 2006 Plan:



	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, 2014	320,236		$	9.05
Granted	113,900		14.43
Exercised	(10,345	)	7.62
Forfeited	(2,834	)	7.46
Expired	—		—
Outstanding at June 30, 2014	420,957		$	10.55	5.6	$	1,527
Exercisable at June 30, 2014	184,811		$	8.52	5.0	$	1,027

As of June 30, 2014, total unrecognized stock based compensation expense related to non-vested SSARs was $1.3 million, which is expected to be recognized over a weighted-average vesting period of 2.2 years.

A total of 4,101 shares, net of 793 shares withheld to cover the employee’s minimum applicable income taxes, were issued from treasury shares to settle SSARs exercised during the three months ended June 30, 2014. The shares withheld were returned to treasury shares.

Restricted Shares

We granted shares to certain of our Directors, executives and key employees under the 2011 Plan, the vesting of which is service-based. The following table summarizes the activity during the three months ended June 30, 2014 for restricted shares awarded under the 2011 Plan:



	Number of Shares		Weighted- Average Grant- Date Fair Value
			(per share)
Outstanding at April 1, 2014	139,501		$	10.72
Granted	144,443		14.44
Vested	(16,840	)	8.64
Forfeited	(2,043	)	12.38
Outstanding at June 30, 2014	265,061		$	12.85

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 June 30, 2014, total unrecognized stock based compensation expense related to non-vested restricted stock was $2.8 million, which is expected to be recognized over a weighted-average vesting period of 2.2 years.

Performance Shares

The following table summarizes the activity during the three months ended June 30, 2014 for performance shares awarded under the 2011 Plan:



	Number of Shares	Weighted- Average Grant- Date Fair Value
		(per share)
Outstanding at April 1, 2014	17,728	$	8.64
Granted	—	—
Outstanding at June 30, 2014	17,728	$	8.64

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. As of June 30, 2014, total unrecognized stock based compensation expense related to non-vested performance shares was $0.1 million, which is expected to be recognized over a weighted-average vesting period of 0.5 years.