Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

Stock-Based Compensation

3 Months Ended

Jun. 30, 2014

The following table is a summary of total stock-based compensation resulting from stock options, restricted stock, restricted stock units (RSUs) and performance stock units (PSUs), during the three months ended June 30, 2014, and 2013:



	Three months ended June 30,
(in thousands)	2014		2013
Stock-based compensation expense	$	554	$	351
Income tax expense	—		—
Total stock-based compensation expense after taxes	$	554	$	351

The stock option, restricted stock and RSUs awarded in the three months ended June 30, 2014, vest in equal annual installments over four years. PSUs earned vest over the performance period, as described below.

Stock Options

Stock option activity for the three months ended June 30, 2014 is as follows:



	Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (a) (in thousands)
Outstanding on March 31, 2014	1,835,445		$	2.02	3.7	$	3,110
Granted	40,000		3.47
Exercised	(54,300	)	2.39
Forfeited	(52,500	)	2.43
Expired	(23,000	)	3.04
Outstanding on June 30, 2014	1,745,645		$	2.01	3.6	$	952


(a)	The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the average of the high and low Westell Technologies’ stock price as of the reporting date.

The weighted-average fair value of stock options granted during the three months ended June 30, 2014, was $1.27 per share.

Restricted Stock

The following table sets forth restricted stock activity for the three months ended June 30, 2014:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2014	407,500		$	1.94
Granted	80,000		3.83
Vested	(277,500	)	1.65
Forfeited	—		—
Non-vested as of June 30, 2014	210,000		$	3.05

RSUs

The following table sets forth the RSU activity for the three months ended June 30, 2014:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2014	1,679,000		$	3.09
Granted	217,500		3.83
Vested	(227,500	)	2.68
Forfeited	(121,000	)	2.75
Non-vested as of June 30, 2014	1,548,000		$	3.28

PSUs

The PSUs vest in annual increments based on the achievement of pre-established Company performance goals and continued employment. The number of PSUs earned, if any, can range between 0% to 200% of the target amount, depending on actual performance for four fiscal years following the grant date. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis.

The following table sets forth the PSU activity for the three months ended June 30, 2014:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2014	285,000		$	2.45
Granted, at target	217,500		3.83
Vested	(66,764	)	2.45
Forfeited	(41,801	)	2.93
Non-vested as of June 30, 2014	393,935		$	3.16

- 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.

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