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Description of Stock Plans | 3 Months Ended
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Jun. 30, 2014
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 our 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 “2011 Plan”), 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 2011 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 2011 Plan shares available 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 2011 Plan reserves 20,000,000 shares for issuance, of which 16,738,643 remain available for issuance as of June 30, 2014. 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 2011 Plan for the periods or as of the dates indicated: Options
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (in years) |  |  | Aggregate Intrinsic Value |
Outstanding, March 31, 2013 |  |  | 60,000 |  |  | $ | 4.65 |  |  |  | 9.99 |  |  | $ | — |
Granted |  |  | 2,840,000 |  |  | $ | 3.33 |  |  |  | — |  |  |  |  |
Forfeited/Canceled |  |  | (151,860 | ) |  | $ | 3.96 |  |  |  | — |  |  |  |  |
Exercised |  |  | — |  |  | $ | — |  |  |  | — |  |  |  |  |
Outstanding, March 31, 2014 |  |  | 2,748,140 |  |  | $ | 3.32 |  |  |  | 9.46 |  |  | $ | 2,080 |
Granted |  |  | — |  |  | $ | — |  |  |  | — |  |  |  |  |
Forfeited/Canceled |  |  | — |  |  | $ | — |  |  |  | — |  |  |  |  |
Exercised |  |  | (79,470 | ) |  | $ | 3.92 |  |  |  | — |  |  |  |  |
Outstanding, June 30, 2014 |  |  | 2,668,670 |  |  | $ | 3.31 |  |  |  | 9.21 |  |  | $ | 2,056 |
Vested and expected to vest at June 30, 2014 |  |  | 1,956,688 |  |  | $ | 3.39 |  |  |  | 9.19 |  |  | $ | 1,384 |
Exercisable, June 30, 2014 |  |  | 397,306 |  |  | $ | 3.93 |  |  |  | 9.01 |  |  | $ | 110 |
|  | Options Outstanding |  |  | Options Exercisable |
Exercise Price |  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life (Years) |  |  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life (Years) |
$2.50 - 2.75 |  |  | 1,161,000 |  |  | $ | 2.60 |  |  |  | 9.34 |  |  |  | 60,167 |  |  | $ | 2.75 |  |  |  | 9.26 |
$2.76 - 2.85 |  |  | 424,468 |  |  | $ | 2.83 |  |  |  | 9.26 |  |  |  | 30,558 |  |  | $ | 2.83 |  |  |  | 9.26 |
$3.85 |  |  | 113,900 |  |  | $ | 3.85 |  |  |  | 9.09 |  |  |  | 34,608 |  |  | $ | 3.85 |  |  |  | 9.09 |
$4.00 |  |  | 233,135 |  |  | $ | 4.00 |  |  |  | 8.90 |  |  |  | 78,330 |  |  | $ | 4.00 |  |  |  | 8.90 |
$4.05 - 4.10 |  |  | 90,500 |  |  | $ | 4.06 |  |  |  | 9.11 |  |  |  | 26,977 |  |  | $ | 4.06 |  |  |  | 8.97 |
$4.23 - 4.5 |  |  | 585,667 |  |  | $ | 4.42 |  |  |  | 9.14 |  |  |  | 141,667 |  |  | $ | 4.50 |  |  |  | 8.95 |
$4.65 |  |  | 60,000 |  |  | $ | 4.65 |  |  |  | 8.74 |  |  |  | 25,000 |  |  | $ | 4.65 |  |  |  | 8.74 |
|  |  | 2,668,670 |  |  |  |  |  |  |  |  |  |  |  | 397,306 |  |  |  |  |  |  |  |  |
On September 27, 2007, the stockholders of the Company adopted the 2007 Employee, Director and Consultant Stock Plan (“2007 Plan”). Under the 2007 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 2007 Plan. On February 12, 2008, the Company amended the 2007 Plan to increase the number of shares of our common stock that may be issued under the 2007 Plan to 7,000,000 shares and on March 7, 2008, amended the 2007 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 1,100,000 shares. All other terms of the 2007 Plan remain in full force and effect. The following table summarizes options granted under the 2007 Plan for the periods or as of the dates indicated:
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Outstanding at March 31, 2013 |  |  | 959,670 |  |  | $ | 9.00 |
Granted |  |  | — |  |  | $ | — |
Vested |  |  | — |  |  | $ | — |
Exercised |  |  | (240,000 | ) |  | $ | 9.59 |
Outstanding at March 31, 2014 |  |  | 719,670 |  |  | $ | 11,58 |
Granted |  |  | — |  |  | $ | — |
Vested |  |  | — |  |  | $ | — |
Exercised |  |  | — |  |  | $ | — |
Outstanding at June 30, 2014 |  |  | 719,670 |  |  | $ | 11,58 |
The Company’s 2007 Plan did not contain nonvested options as of June 30, 2014 and March 31, 2014. Total stock compensation expense for the Company’s 2007 Plan and 2011 Plan, which includes both stock options and restricted stock is included in the following statements of operations components. Please see Note 13 regarding restricted stock:
|  | Three Months Ended June 30, 2014 |  |  | Three Months Ended June 30, 2013 |
Product development |  | $ | — |  |  | $ | — |
Sales and marketing |  |  | — |  |  |  | — |
General and administrative |  |  | 894 |  |  |  | 147 |
|  | $ | 894 |  |  | $ | 147 |

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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 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 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 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 5: 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 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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