9. Share-Based Compensation
The purpose of our various share-based compensation plans is to attract, motivate, retain, and
reward high-quality employees, directors, and consultants by enabling such persons to acquire or
increase their proprietary interest in our common stock in order to strengthen the mutuality of
interests between such persons and our stockholders and to provide such persons with long-term
performance incentives to focus their best efforts in the creation of stockholder value.
Consequently, share-based compensatory awards issued subsequent to the initial award to our
employees and consultants are determined primarily on individual performance. Our share-based
compensation plans with outstanding awards consist of our 1996 Stock Option Plan, our 2000
Nonstatutory Stock Option Plan, our 2001 Incentive Compensation Plan, as amended, and our 2001
Employee Stock Purchase Plan, as amended.
Share-based compensation and the related tax benefit recognized in our consolidated statements
of income for the three-month periods ended September 30, 2010 and 2009 were as follows (in
thousands):
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
September 30, |
|
| |
|
2010 |
|
|
2009 |
|
|
Cost of revenue
|
|
$ |
308 |
|
|
$ |
448 |
|
|
Research and development
|
|
|
3,427 |
|
|
|
2,798 |
|
|
Selling, general, and administrative
|
|
|
4,171 |
|
|
|
3,802 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
7,906 |
|
|
$ |
7,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit recorded on share-based compensation
|
|
$ |
2,363 |
|
|
$ |
2,201 |
|
|
|
|
|
|
|
|
|
We utilize the Black-Scholes option pricing model to estimate the grant date fair value of
certain employee share-based compensatory awards, which requires the input of highly subjective
assumptions, including expected volatility and expected life. Historical and implied volatilities
were used in estimating the fair value of our share-based awards, while the expected life of our
options and estimated forfeitures for share-based awards that are not expected to vest were
estimated based on historical trends since our initial public offering. Changes in these inputs
and assumptions can materially affect the measure of estimated fair value of our share-based
compensation. We charge the estimated fair value less estimated forfeitures to earnings on a
straight-line basis over the vesting period of the underlying awards, which is generally four years
for our stock options and deferred stock units and up to two years for our employee stock purchase
plan. The Black-Scholes option pricing model was developed for use in estimating the fair value of
traded options having no vesting restrictions and being fully transferable. As our stock option
and employee stock purchase plan awards have characteristics that differ significantly from traded
options and, as changes in the subjective assumptions can materially affect the estimated value,
our estimate of fair value may not accurately represent the value assigned by a third party in an
arms’-length transaction. While our estimate of fair value and the associated charge to earnings
materially affects our results of operations, it has no impact on our cash position.
We recognize tax benefit upon expensing certain share-based awards associated with our
share-based compensation plans, including nonqualified stock options and deferred stock units, but
we cannot recognize tax benefit concurrent with the recognition of share-based compensation
expenses associated with incentive stock options (qualified stock options) and employee stock
purchase plan shares. For qualified stock options that vested after we began expensing share-based
compensation, we recognize tax benefit only in the period when disqualifying dispositions of the
underlying stock occur, which historically has been up to several years after vesting and in a
period when our stock price substantially increases. For qualified stock options that vested prior
to when we began expensing share-based compensation, we record the tax benefit directly to
additional paid-in capital.
We determine excess tax benefit using the long-haul method in which we compare the actual tax
benefit associated with the tax deduction from share-based award activity to the hypothetical tax
benefit on the grant date fair values of the corresponding share-based awards. Tax benefit
associated with excess tax deduction creditable to additional paid-in capital is not recognized
until the deduction reduces taxes payable. During the three-month periods ended September 30, 2010
and 2009, we did not recognize any tax benefit as additional paid-in capital.
Historically, we have issued new shares in connection with our share-based compensation plans;
however, treasury shares were also available for issuance as of September 30, 2010. Any additional
shares repurchased under our stock repurchase program would be available for issuance under our
share-based compensation plans.
Stock Options
Our share-based compensation plans with outstanding stock option awards include our 1996 Stock
Option Plan, 2000 Nonstatutory Stock Option Plan, and 2001 Incentive Compensation Plan, as amended
(the “Plans”). Under the Plans, we may grant employees, consultants, and directors incentive stock
options or nonqualified stock options to purchase shares of our common stock at not less than 100%
or 85% of the fair market value, respectively, on the date of grant. Stock options granted to our
employees generally are incentive stock options, or qualified options under the Internal Revenue
Code, subject to calendar year vesting limitations with any balance being nonqualified stock
options.
Stock option activity and weighted average exercise prices for the three months ended
September 30, 2010, and for options outstanding and options exercisable, the weighted average
exercise prices, and the aggregate intrinsic value as of September 30, 2010 were as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Stock |
|
|
Weighted |
|
|
Aggregate |
|
| |
|
Option |
|
|
Average |
|
|
Intrinsic |
|
| |
|
Awards |
|
|
Exercise |
|
|
Value |
|
| |
|
Outstanding |
|
|
Price |
|
|
(thousands) |
|
|
Balance at June 30, 2010
|
|
|
7,748,570 |
|
|
$ |
22.43 |
|
|
|
|
|
|
Granted
|
|
|
457,295 |
|
|
|
31.73 |
|
|
|
|
|
|
Exercised
|
|
|
(267,391 |
) |
|
|
12.68 |
|
|
|
|
|
|
Forfeited
|
|
|
(96,905 |
) |
|
|
29.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2010
|
|
|
7,841,569 |
|
|
|
23.22 |
|
|
$ |
45,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30, 2010
|
|
|
4,440,167 |
|
|
$ |
20.18 |
|
|
$ |
37,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value is based on the closing price of our common stock on September
24, 2010 and excludes stock options with exercise prices above the closing price of $27.74.
Options issued under the Plans generally vest over four years from the vesting commencement date.
Options not exercised ten years after the date of grant are cancelled.
Deferred Stock Units
Our 2001 Incentive Compensation Plan, as amended (“2001 Plan”), enables us to grant deferred
stock units, or DSUs, to our employees, consultants, and directors. A DSU is a promise to deliver
shares of our common stock at a future date in accordance with the terms of the DSU grant
agreement.
DSU activity, including DSUs granted, delivered, and forfeited, during the three months ended
September 30, 2010, and the balance and aggregate intrinsic value of DSUs as of September 30, 2010
were as follows:
| |
|
|
|
|
|
|
|
|
| |
|
Deferred |
|
|
Aggregate |
|
| |
|
Stock Unit |
|
|
Intrinsic |
|
| |
|
Awards |
|
|
Value |
|
| |
|
Outstanding |
|
|
(thousands) |
|
|
Balance at June 30, 2010
|
|
|
821,146 |
|
|
|
|
|
|
Granted
|
|
|
145,668 |
|
|
|
|
|
|
Delivered
|
|
|
(109,083 |
) |
|
|
|
|
|
Forfeited
|
|
|
(36,768 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2010
|
|
|
820,963 |
|
|
$ |
22,774 |
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value is based on the closing price of our common stock on September
24, 2010 of $27.74.
DSUs granted under the 2001 Plan generally vest over four years from the vesting
commencement date. Delivery of shares under the plan takes place on the quarterly vesting dates.
At the delivery date, we withhold shares to cover statutory minimum tax withholding by delivering a
net number of shares. Until delivery of shares, the grantee has no rights as a stockholder.
Of the shares delivered, 28,227 shares valued at $896,000 were withheld to meet statutory
minimum tax withholding requirements.
Employee Stock Purchase Plan
Our 2001 Employee Stock Purchase Plan, as amended (“ESPP”), became effective on January 29,
2002, the effective date of the registration statement for our initial public offering. The ESPP
allows employees to designate up to 15% of their base compensation, subject to legal restrictions
and limitations, to purchase shares of common stock at 85% of the lesser of the fair market value,
or FMV, at the beginning of the offering period or the exercise date. The offering period extends
for up to two years and includes four exercise dates occurring at six month intervals. Under the
terms of the plan, if the FMV at an exercise date is less than the FMV at the beginning of the offering
period, the current offering period will terminate and a new two-year offering period will
commence.
Shares purchased, weighted average purchase price, cash received, and the aggregate intrinsic
value for ESPP purchases during the three-month period ended September 30, 2010 were as follows (in
thousands, except for shares purchased and weighted average purchase price):
| |
|
|
|
|
|
Shares purchased
|
|
|
174,817 |
|
|
Weighted average purchase price
|
|
$ |
15.75 |
|
|
Cash received
|
|
$ |
2,753 |
|
|
Aggregate intrinsic value
|
|
$ |
2,054 |
|
The early termination of an offering period followed by the commencement of a new offering
period represents a modification to the terms of the underlying awards. Under the terms of our
ESPP, the offering period that commenced on July 1, 2007 was terminated on December 31, 2008 and a
new offering period commenced on January 1, 2009. The December 31, 2008 modification affected
approximately 257 employees. The modification resulted in incremental compensation costs, which
are not material and which will be recognized on a straight-line basis over the two-year period
ending December 31, 2010.