SHARE-BASED COMPENSATION PLANS | 12. SHARE-BASED COMPENSATION PLANS EQUITY INCENTIVE PLAN AND OMNIBUS INCENTIVE PLAN In March 2004, our stockholders approved our Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan (the "EIP"), as amended and restated September 23, 2008. On March 6, 2012, our stockholders approved the 2012 Omnibus Incentive Plan (the "OIP"), which is the successor plan to the EIP. As of such time, all share-based awards have been made from the OIP, and the EIP is no longer available for any awards. The OIP is administered by the Compensation Committee of the Board of Directors and is intended to provide management with the flexibility to attract, retain and reward our employees, directors, consultants and advisors. The OIP allows for the granting of six types of equity incentive awards: stock options, restricted stock, restricted stock units, stock appreciation rights (SARs), performance-based awards and substitute awards. The OIP also provides for cash incentive awards to be made. Substitute awards under the OIP are those awards that, in connection with an acquisition, may be granted to employees, directors, consultants or advisors of the acquired company, in substitution for equity incentives held by them in the seller or the acquired company. As of September 30, 2015, no SARs, performance awards, or substitute awards had been granted to date under either plan. No awards of any type have been granted to date to consultants or advisors under either plan. The OIP authorizes up to 4,934,444 shares of stock to be granted thereunder, including up to 2,030,952 shares of stock in the aggregate of awards other than options or SARs, and up to 2,538,690 incentive stock options. The 4,934,444 shares of stock represents 2,901,360 shares of newly authorized shares and 2,033,084 shares previously available under the EIP. In addition, shares that become available from awards under the EIP and the OIP because of events such as forfeitures, cancellations or expirations, or because shares subject to an award are withheld to satisfy tax withholding obligations, will also be available for issuance under the OIP. Shares issued under our share-based compensation plans are issued from new shares rather than from treasury shares. Non-qualified stock options issued under the OIP, as they were under the EIP, are generally time-based and provide for a ten-year term,with options generally vesting equally over a four-year period, with first vesting on the first anniversary of the award date. Non-qualified stock options granted to non-employee directors on an annual basis vest 100 % on the first anniversary of the award date. Compensation expense related to our stock option awards was $7,173, $6,947 and $6,878 in fiscal 2015, 2014 and 2013, respectively. For additional information on our accounting for share-based compensation, see Note 2. Under the OIP, as under the EIP, employees may also be granted ISOs to purchase common stock at not less than the fair value on the date of the grant. As of September 30, 2015, no ISOs had been granted to date under either plan. Under the OIP, as under the EIP, employees and non-employees may be awarded shares of restricted stock or restricted stock units, which generally vest over a four-year period, with first vesting on the anniversary of the grant date. Restricted stock units granted to non-employee directors on an annual basis vest 100 % on the first anniversary of the award date. In general, shares of restricted stock and restricted stock units may not be sold, assigned, transferred, pledged, disposed of or otherwise encumbered. Holders of restricted stock, and restricted stock units, if specified in the award agreements, have all the rights of stockholders, including voting and dividend rights, subject to the above restrictions, although the current holders of restricted stock units do not have such rights. Restricted shares under the OIP, as under the EIP, also may be purchased and placed "on deposit" by executive officers pursuant to the 2001 Deposit Share Program. Shares purchased under this Deposit Share Program receive a 50 % match in restricted shares ("Award Shares"). These Award Shares vest at the end of a three-year period, and are subject to forfeiture upon early withdrawal of the deposit shares. Compensation expense related to our restricted stock and restricted stock unit awards and restricted shares matched at 50 % pursuant to the Deposit Share Program was $8,491, $6,320 and $5,793 for fiscal 2015, 2014 and 2013, respectively. EMPLOYEE STOCK PURCHASE PLAN In March 2008, our stockholders approved our 2007 Cabot Microelectronics Employee Stock Purchase Plan (the "ESPP"), which amended the ESPP for the primary purpose of increasing the authorized shares of common stock to be purchased under the ESPP from DIRECTORS' DEFERRED COMPENSATION PLAN The Directors' Deferred Compensation Plan (DDCP), as amended and restated September 23, 2008, became effective in March 2001 and applies only to our non-employee directors. The cumulative number of shares deferred under the plan was 63,979 and 76,633 as of September 30, 2015 and 2014, respectively. Compensation expense related to the DDCP was $95 for each of fiscal 2015, 2014 and 2013. ACCOUNTING FOR SHARE-BASED COMPENSATION We record share-based compensation expense for all share-based awards, including stock option grants, restricted stock and restricted stock unit awards and employee stock purchase plan purchases. We calculate share-based compensation expense using the straight-line approach based on awards ultimately expected to vest, which requires the use of an estimated forfeiture rate. Our estimated forfeiture rate is primarily based on historical experience, and is revised from time-to-time when actual forfeitures differ from the estimate. We use the Black-Scholes option-pricing model to estimate the grant date fair value of our stock options and employee stock purchase plan purchases. This model requires the input of highly subjective assumptions, including the price volatility of the underlying stock, the expected term of our stock options and the risk-free interest rate. We estimate the expected volatility of our stock options based on a combination of our stock's historical volatility and the implied volatilities from actively-traded options on our stock. We calculate the expected term of our stock options using historical stock option exercise data, and we add a slight premium to this expected term for employees who meet the definition of retirement eligible pursuant to their grants during the contractual term of the grant. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The fair value of our share-based awards, as shown below, was estimated using the Black-Scholes model with the following weighted-average assumptions, excluding the effect of our leveraged recapitalization: Year Ended September 30, 2015 2014 2013 Stock Options Weighted-average grant date fair value $ 16.99 $ 15.78 $ 12.13 Expected term (in years) 6.30 6.40 6.37 Expected volatility 33 % 32 % 36 % Risk-free rate of return 1.9 % 1.9 % 0.9 % Dividend yield - - - ESPP Weighted-average grant date fair value $ 10.17 $ 9.11 $ 7.41 Expected term (in years) 0.50 0.50 0.50 Expected volatility 24 % 25 % 25 % Risk-free rate of return 0.1 % 0.1 % 0.1 % Dividend yield - - - The Black-Scholes model is primarily used in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. Because employee stock options and ESPP purchases have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, our use of the Black-Scholes model for estimating the fair value of stock options and ESPP purchases may not provide an accurate measure. Although the value of our stock options and ESPP purchases are determined in accordance with applicable accounting standards using an option-pricing model, those values may not be indicative of the fair values observed in a willing buyer/willing seller market transaction. The fair value of our restricted stock and restricted stock unit awards represents the closing price of our common stock on the date of award. Share-based compensation expense related to restricted stock and restricted stock unit awards is recorded net of expected forfeitures. SHARE-BASED COMPENSATION EXPENSE Total share-based compensation expense for the years ended September 30, 2015, 2014 and 2013, is as follows: Year Ended September 30, Income statement classifications: 2015 2014 2013 Cost of goods sold $ 1,912 $ 1,866 $ 1,707 Research, development and technical 1,596 1,475 1,301 Selling and marketing 1,075 1,298 1,367 General and administrative 11,862 9,403 8,975 Tax benefit (5,511 ) (4,722 ) (4,581 ) Total share-based compensation expense, net of tax $ 10,934 $ 9,320 $ 8,769 Our non-employee directors received annual equity awards in March 2015, pursuant to the OIP. The award agreements provide for immediate vesting of the award at the time of termination of service for any reason other than by reason of Cause, Death, Disability or a Change in Control, as defined in the OIP, if at such time the non-employee director has completed an equivalent of at least two full terms as a director of the Company, as defined in the Company's bylaws. Six of the Company's non-employee directors had completed at least two full terms of service as of the date of the March 2015 award. Consequently, the requisite service period for the award had already been satisfied and we recorded the fair value of $1,308 of the awards to these six directors to share-based compensation expense in the fiscal quarter ended March 31, 2015 rather than recording that expense over the one-year vesting period stated in the award agreement, as is done for the other non-employee directors who received annual equity awards in fiscal 2015. On December 16, 2014, we announced that effective January 1, 2015, William P. Noglows would cease to serve as our President and Chief Executive Officer, and continue to serve only as the Executive Chairman of our Board of Directors until at least December 31, 2015. Under an employment letter with the Company dated December 12, 2014, filed as an exhibit to our Form 10-Q for the quarter ended December 31, 2014, all unvested stock options and restricted stock held by Mr. Noglows as of the date of his termination of service as Executive Chairman will vest in full, according to terms of, and if all service requirements under, the employment letter have been met. We applied the accounting guidance under Accounting Standards Codification (ASC) Topic 718 "Stock Compensation" to determine the additional share-based compensation expense to be recorded as part of the modification of the outstanding equity in the likely event that Mr. Noglows' service as Executive Chairman terminates according to the terms of the employment letter prior to the scheduled vesting of such equity. The additional share-based compensation expense was determined to be $378, which is being recorded ratably between December 12, 2014, the date of the modification, and December 31, 2015, the likely date of his termination of service. In addition, the original fair value of his unvested equity totaling $5,033 is being recorded ratably between the date of modification and December 31, 2015, rather than over the original vesting period. A summary of stock option activity under the EIP and OIP as of September 30, 2015, and changes during fiscal 2015 are presented below: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at September 30, 2014 3,272,898 $ 29.04 Granted 397,528 47.00 Exercised (1,324,646 ) 25.05 Forfeited or canceled (185,987 ) 39.41 Outstanding at September 30, 2015 2,159,793 $ 33.90 6.5 $ 15,376 Exercisable at September 30, 2015 1,256,818 $ 28.95 5.4 $ 12,995 Expected to vest after September 30, 2015 901,535 $ 40.77 8.1 $ 2,381 The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., for all in-the-money stock options, the difference between our closing stock price of $38.74 per share on the last trading day of fiscal 2015 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on the last trading day of fiscal 2015. The total intrinsic value of options exercised was $31,546, $21,647 and $9,847 for fiscal 2015, 2014 and 2013, respectively. The total cash received from options exercised was $33,177, $40,248 and $28,525 for fiscal 2015, 2014 and 2013, respectively. The actual tax benefit realized for the tax deductions from options exercised was $10,569, $7,611 and $3,394 for fiscal 2015, 2014 and 2013, respectively. The total fair value of stock options vested during fiscal years 2015, 2014 and 2013 was $7,005, $6,645 and $6,681, respectively. As of September 30, 2015, there was $9,566 of total unrecognized share-based compensation expense related to unvested stock options granted under the EIP and OIP. That cost is expected to be recognized over a weighted-average period of 2.3 years. RESTRICTED STOCK AND RESTRICTED STOCK UNITS A summary of the status of the restricted stock awards and restricted stock unit awards outstanding that were granted under the EIP and OIP as of September 30, 2015, and changes during fiscal 2015, are presented below: Restricted Stock Awards and Units Weighted Average Grant Date Fair Value Nonvested at September 30, 2014 398,099 $ 39.11 Granted 228,492 47.13 Vested (180,417 ) 40.03 Forfeited (63,678 ) 41.63 Nonvested at September 30, 2015 382,496 $ 43.05 As of September 30, 2015, there was $11,094 of total unrecognized share-based compensation expense related to unvested restricted stock awards and restricted stock units under the EIP and OIP. That cost is expected to be recognized over a weighted-average period of 2.4 years. The total fair value of restricted stock awards and restricted stock units vested during fiscal years 2015, 2014 and 2013 was $7,222, $5,916 and $5,457, respectively. |