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Description of Stock Plans | 6 Months Ended
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Sep. 30, 2012
Description of Stock Plans |
| 8. | Description of Stock Plans
On May 26, 2011, our board of directors adopted the 2011 Equity Incentive Plan of NeuMedia, Inc. and on April 27, 2012, our board of directors amended and restated the plan and the related plan documents to change references to the name of our company from “NeuMedia, Inc.” to “Mandalay Digital Group, Inc.” and further directed that they be submitted to stockholders for their consideration and approval. On May 23, 2012, our stockholders approved and adopted by written consent the Amended and Restated 2011 Equity Incentive Plan of Mandalay Digital Group, Inc. (the “Plan”) and the Mandalay Digital Group, Inc. Amended and Restated 2011 Equity Incentive Plan Notice of Grant and Restricted Stock Agreement and the Mandalay Digital Group, Inc. Amended and Restated 2011 Equity Incentive Plan Notice of Grant and Stock Option Agreement (collectively, the “Related Documents”). The Plan contains a number of provisions that the board believes are consistent with the interests of stockholders and sound corporate governance practices. These include:
• |  | Individual Grant Limits. No participant may be granted in aggregate, in any calendar year, Awards covering more than 500,000 shares.
• |  | No annual “Evergreen” Provision. The Plan provides for a fixed allocation of shares, thereby requiring stockholder approval of any additional allocation of shares.
• |  | No Discount Stock Options. The Plan prohibits the grant of a stock option with an exercise price of less than the fair market value of the closing price of our common stock on the date the stock option is granted.
Summary Description of the Plan The Plan provides for grants of stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units (sometimes referred to individually or collectively as “Awards”) to our and our subsidiaries’ officers, employees, non-employee directors and consultants. On September 10, 2012 the Company increased the Plan shares for issuance from 4,000,000 to 20,000,000. Stock options may be either “incentive stock options” (“ISOs”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options (“NQSOs”). The Plan reserves 20,000,000 shares for issuance, of which 15,916,667 remain available for issuance as of September 30, 2012. The 20,000,000 shares reserved for issuance will serve as the underlying value for all equity awards under the Plan. The following table summarizes options granted under the Company’s 2011 Equity Incentive Plan for the periods or as of the dates indicated: Options
(in thousands) |  | Number of |  |  | Weighted Average |
|  | Shares |  |  | Exercise Price |
Outstanding at March 31, 2012 |  |  | — |  |  | $ | — |
Granted |  |  | 500 |  |  | $ | 0.84 |
Canceled |  |  | — |  |  | $ | — |
Forfeited |  |  | — |  |  | $ | — |
Exercised |  |  | — |  |  | $ | — |
Outstanding at September 30, 2012 |  |  | 500 |  |  | $ | 0.84 |
There were no exercisable options outstanding at September 30, 2012. The following table summarizes options granted that are not under the Company’s 2011 Equity Incentive Plan for the periods or as of the dates indicated: Options
(in thousands) |  | Number of |  |  | Weighted Average |
|  | Shares |  |  | Exercise Price |
Outstanding at March 31, 2012 |  |  | — |  |  | $ | — |
Granted |  |  | 1,500 |  |  | $ | 0.84 |
Canceled |  |  | — |  |  | $ | — |
Forfeited |  |  | — |  |  | $ | — |
Exercised |  |  | — |  |  | $ | — |
Outstanding at September 30, 2012 |  |  | 1,500 |  |  | $ | 0.84 |
There were no exercisable options outstanding at September 30, 2012. On September 27, 2007, the stockholders of the Company adopted the 2007 Employee, Director and Consultant Stock Plan (“Plan”). Under the Plan, the Company may grant up to 3,000,000 shares or equivalents of common stock of the Company as incentive stock options (ISO), non-qualified options (NQO), stock grants or stock-based awards to employees, directors or consultants, except that ISO’s shall only be issued to employees. Generally, ISO’s and NQO’s shall be issued at prices not less than fair market value at the date of issuance, as defined, and for terms ranging up to ten years, as defined. All other terms of grants shall be determined by the board of directors of the Company, subject to the Plan. On February 12, 2008, the Company amended the Plan to increase the number of shares of our common stock that may be issued under the Plan to 7,000,000 shares and on March 7, 2008, amended the Plan to increase the maximum number of shares of the Company’s common stock with respect to which stock rights may be granted in any fiscal year to 1,100 shares. All other terms of the plan remain in full force and effect. The following table summarizes options granted under the Company’s 2007 Employee, Director and Consultant Stock Plan equity compensation plan for the periods or as of the dates indicated: Option Plans
(in thousands) |  | Number of |  |  | Weighted Average |
|  | Shares |  |  | Exercise Price |
Outstanding at March 31, 2012 |  |  | 4,798 |  |  | $ | 1.80 |
Granted |  |  | — |  |  | $ | — |
Canceled |  |  | — |  |  | $ | — |
Forfeited |  |  | — |  |  | $ | — |
Exercised |  |  | — |  |  | $ | — |
Outstanding at September 30, 2012 |  |  | 4,798 |  |  | $ | 1.80 |
Exercisable at September 30, 2012 |  |  | 4,798 |  |  | $ | 1.80 |
The exercise price for options outstanding and options exercisable at September 30, 2012 was as follows:
Range of Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  |  | Number Outstanding and Exercisable September 30, 2012 |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value |
$0 - $1.00 |  |  | 3.77 |  |  |  | 2,698 |  |  | $ | 0.47 |  |  | $ | 952,714 |
$2.00 - $3.00 |  |  | 5.72 |  |  |  | 1,300 |  |  | $ | 2.75 |  |  | $ | — |
$4.00 - $5.00 |  |  | 5.37 |  |  |  | 800 |  |  | $ | 4.75 |  |  | $ | — |
|  |  | 4.56 |  |  |  | 4,798 |  |  | $ | 1.80 |  |  | $ | 952,714 |
Stock Plans The Company’s 2007 Employee, Director and Consultant Stock Plan equity compensation plan did not contain nonvested options as of September 30, 2012 and March 31, 2012. As of September 30, 2012, under the Company’s 2007 Employee, Director and Consultant Stock Plan equity compensation plan, there was $0 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. Total stock compensation expense for the Company’s 2007 Employee, Director and Consultant Stock Plan equity compensation plan and Amended and Restated 2011 Equity Incentive Plan is included in the following statements of operations components:
|  | Six Months Ended September 30, 2012 |  |  | Six Months Ended September 30, 2011 |
Product development |  | $ | — |  |  | $ | 69 |
Sales and marketing |  |  | — |  |  |  | — |
General and administrative |  |  | 1,713 |  |  |  | — |
|  | $ | 1,713 |  |  | $ | 69 |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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