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Equity Plans and Stock-based Compensation | 6 Months Ended
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Jul. 31, 2021
Share-based Payment Arrangement [Abstract] |
Equity Plans and Stock-based Compensation |
10. | Equity Plans and Stock-based Compensation
On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of July 31, 2021, 40,878,653 and 8,177,683 shares of Common Stock were available under the 2021 EIP and 2021 ESPP, respectively. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number of shares equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number determined by the Company’s Board of Directors. Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of stock determined by the Company’s Board of Directors. Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are s ettled in the form of common shares issued under this 2021 EIP. Under the 2021 ESPP, eligible employees are permitted to purchase shares of the Company’s Common Stock at 85% of the lower of fair market value the Company’s Common Stock on the first trading day of an offering period or on the purchase date. No further awards will be granted under Legacy ChargePoint’s 2017 Stock Plan (“2017 Plan”) and 24,259,238 shares of Common Stock remain reserved for outstanding awards issued under the 2017 Plan at the time of adoption of the 2021 EIP and the 2021 ESPP. Additionally, no other awards can be granted under Legacy ChargePoint’s 2007 Stock Incentive Plan (“2007 Plan”) and 5,143,849 shares of Common Stock remained reserved for outstanding awards issued under the 2007 Plan at the time of the adoption of the 2021 EIP and the 2021 ESPP. The Company’s stock option awards activity is set forth below:
|  | Number of Stock Option Awards |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual term (in years) |  |  | Aggregate Intrinsic Value (in thousands) |
Outstanding as of January 31, 2021 |  |  | 30,166,792 |  |  | $ | 0.71 |  |  |  | 7.3 |  |  | $ | 1,064,539 |
Options exercised |  |  | (3,292,219 | ) |  | $ | 0.53 |  |  |  |  |  |  |  |  |
Options forfeited |  |  | (452,893 | ) |  | $ | 0.73 |  |  |  |  |  |  |  |  |
Options expired |  |  | (19,963 | ) |  | $ | 53.22 |  |  |  |  |  |  |  |  |
Outstanding as of July 31, 2021 |  |  | 26,401,717 |  |  | $ | 0.69 |  |  |  | 7.0 |  |  | $ | 606,280 |
Options vested and expected to vest as of July 31, 2021 |  |  | 25,667,621 |  |  | $ | 0.69 |  |  |  | 7.0 |  |  | $ | 589,470 |
Exercisable as of July 31, 2021 |  |  | 16,457,228 |  |  | $ | 0.66 |  |  |  | 6.3 |  |  | $ | 378,402 |
The options outstanding as of July 31, 2021, include the June 2020 grant of a stock option to purchase a total of 1.5 million shares of Common Stock subject to both service and performance-based vesting conditions to the Chief Executive Officer under the 2017 Plan (“CEO Award”). No stock-based compensation expense had been recorded as the CEO awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for such CEO Award following the Merger in February 2021. As of July 31, 2021, the total unrecognized compensation expense related to these unvested CEO Award was $35.3 million, which is expected to be recognized over a period of 2.5 years . The Company’s RSU activity is set forth below:
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value per Share |
Outstanding as of January 31, 2021 |  |  | — |  |  | $ | — |
RSU granted |  |  | 4,680,439 |  |  | $ | 27.38 |
RSU vested |  |  | (652,901 | ) |  | $ | 27.30 |
RSU forfeited |  |  | (10,389 | ) |  | $ | 27.30 |
Outstanding as of July 31, 2021 |  |  | 4,017,149 |  |  | $ | 27.40 |
As of July 31, 2021, total unrecognized stock-based compensation expense related to stock options was $41.0 million, including the CEO Award, and is expected to be recognized over a weighted-average period of 1.9 years. As of July 31, 2021, t o tal unrecognized stock-based compensation expense related to RSU was $86.3 million and is expected to be recognized over a weighted-average period of 3.1 years. The following sets forth the total stock-based compensation expense for the Company’s stock options (including the CEO Award) and RSU included in the Company’s condensed consolidated statements of operations:
|  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
|  | (in thousands) |  |  | (in thousands) |
Cost of revenue |  | $ | 2,164 |  |  | $ | 41 |  |  | $ | 2,188 |  |  | $ | 64 |
Research and development |  |  | 13,682 |  |  |  | 454 |  |  |  | 14,357 |  |  |  | 757 |
Sales and marketing |  |  | 4,169 |  |  |  | 356 |  |  |  | 4,767 |  |  |  | 655 |
General and administrative |  |  | 8,278 |  |  |  | 339 |  |  |  | 14,558 |  |  |  | 624 |
Total stock-based compensation expense |  | $ | 28,293 |  |  | $ | 1,190 |  |  | $ | 35,870 |  |  | $ | 2,100 |

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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