SHARE-BASED COMPENSATION PLANS | 13. 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 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. 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. Prior to fiscal 2016, no ISOs had been granted under either plan. In the first quarter of fiscal 2016, we substituted certain NexPlanar ISOs with Cabot Microelectronics Corporation ISOs, preserving the intrinsic value, including the original vesting periods, of the original awards. Compensation expense related to our stock option awards was $6,767, $7,173 and $6,947 in fiscal 2016, 2015 and 2014, respectively. For additional information on our accounting for share-based compensation, see Note 2. 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 holders of restricted stock units awarded prior to fiscal 2016 do not have such rights. Holders of restricted stock units awarded in fiscal 2016 have dividend equivalent rights pursuant to the terms of the OIP and respective award agreements. 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 $6,369, $8,491 and $6,320 for fiscal 2016, 2015 and 2014, 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 475,000 designated shares to 975,000 shares. As of September 30, 2016, a total of 505,151 shares are available for purchase under the ESPP. The ESPP allows all full-time, and certain part-time, employees of our Company and its subsidiaries to purchase shares of our common stock through payroll deductions. Employees can elect to have up to 10% of their annual earnings withheld to purchase our stock, subject to a maximum number of shares that a participant may purchase and a maximum dollar expenditure in any six-month offering period, and certain other criteria. The provisions of the ESPP allow shares to be purchased at a price no less than the lower of 85% of the closing price at the beginning or end of each semi-annual stock purchase period. A total of 77,437, 65,735, and 81,700 shares were issued under the ESPP during fiscal 2016, 2015 and 2014, respectively. Compensation expense related to the ESPP was $763, $686 and $680 in fiscal 2016, 2015 and 2014, respectively. 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 16,641 and 63,979 as of September 30, 2016 and 2015, respectively. Compensation expense related to the DDCP was $42, $95, and $95 for each of fiscal 2016, 2015 and 2014, respectively. 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, but may be revised in future periods if 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, expected dividend yield 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 expected dividend yield represents our annualized dividend in dollars divided by the stock price on the date of grant. The risk-free interest 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, 2016 2015 2014 Stock Options Weighted-average grant date fair value $ 14.47 $ 16.99 $ 15.78 Expected term (in years) 6.56 6.30 6.40 Expected volatility 26 % 33 % 32 % Risk-free rate of return 1.9 % 1.9 % 1.9 % Dividend yield 0.3 % - - Year Ended September 30, 2016 2015 2014 ESPP Weighted-average grant date fair value $ 9.57 $ 10.17 $ 9.11 Expected term (in years) 0.50 0.50 0.50 Expected volatility 24 % 24 % 25 % Risk-free rate of return 0.4 % 0.1 % 0.1 % Dividend yield 0.5 % - - 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, 2016, 2015 and 2014, is as follows: Year Ended September 30, Income statement classifications: 2016 2015 2014 Cost of goods sold $ 2,105 $ 1,912 $ 1,866 Research, development and technical 1,633 1,596 1,475 Selling and marketing 1,618 1,075 1,298 General and administrative 8,585 11,862 9,403 Tax benefit (4,341 ) (5,511 ) (4,722 ) Total share-based compensation expense, net of tax $ 9,600 $ 10,934 $ 9,320 As discussed in Note 3, we recorded $154 in share-based compensation expense related to certain unvested NexPlanar ISOs settled in cash at the acquisition date. The $154 represents the portion of the fair value of the original awards related to the post-acquisition period had these awards not been settled in cash at the acquisition date. U.S. GAAP prescribes that the portion of fair value of equity awards related to pre-acquisition service periods represents purchase consideration, including equity awards vesting immediately upon a change-in-control, and the portion of fair value related to post-acquisition service periods represents compensation expense. Since the post-acquisition service requirement was eliminated through the cash settlement, the $154 in compensation expense was recorded immediately following the acquisition date. We accelerated the vesting on the substitute ISO awards made to certain individuals based on the terms of their employment agreements and recorded $492 of share-based compensation expense related to this acceleration. The total $646 of acquisition-related compensation is included in the table above as general and administrative expense. Our non-employee directors received annual equity awards in March 2016, 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. Five of the Company's non-employee directors had completed at least two full terms of service as of the date of the March 2016 award. Consequently, the requisite service period for the award has already been satisfied and we recorded the fair value of $879 of the awards to these five directors to share-based compensation expense in the fiscal quarter ended March 31, 2016 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 an annual equity award in March 2016. As discussed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015, in conjunction with an executive officer transition, all unvested stock options and restricted stock held by our former President and Chief Executive Officer, who remains the Chairman of our Board of Directors in a non-executive capacity, vested in full on December 31, 2015, in accordance with the terms of his employment letter with the Company dated December 12, 2014. 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. The original fair value of his unvested equity totaling $5,033 was recorded ratably between the date of modification and December 31, 2015, rather than recording the expense over the original vesting period. STOCK OPTION ACTIVITY A summary of stock option activity under the EIP and OIP as of September 30, 2016, and changes during fiscal 2016 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, 2015 2,159,793 $ 33.90 Granted 540,469 38.56 Exercised (606,562 ) 27.41 Forfeited or canceled (41,148 ) 37.49 Outstanding at September 30, 2016 2,052,552 $ 36.97 6.8 $ 32,711 Exercisable at September 30, 2016 1,156,454 $ 33.17 5.5 $ 22,826 Expected to vest after September 30, 2016 884,474 $ 41.86 8.4 $ 9,772 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 $52.91 per share on the last trading day of fiscal 2016 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 2016. The total intrinsic value of options exercised was $12,317, $31,546 and 21,647 for fiscal 2016, 2015 and 2014, respectively. The total cash received from options exercised was $16,623, $33,177 and $40,248 for fiscal 2016, 2015 and 2014, respectively. The actual tax benefit realized for the tax deductions from options exercised was $4,076, $10,569 and $7,611 for fiscal 2016, 2015 and 2014, respectively. The total fair value of stock options vested during fiscal years 2016, 2015 and 2014 was $7,880, $7,005 and $6,645, respectively. As of September 30, 2016, there was $10,039 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 2.1 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, 2016, and changes during fiscal 2016, are presented below: Restricted Stock Awards and Units Weighted Average Grant Date Fair Value Nonvested at September 30, 2015 382,496 $ 43.05 Granted 225,244 41.81 Vested (256,550 ) 41.86 Forfeited (10,730 ) 42.98 Nonvested at September 30, 2016 340,460 $ 43.13 The total fair value of restricted stock awards and restricted stock units vested during fiscal years 2016, 2015 and 2014 was $10,740, $7,222 and $5,916, respectively. As of September 30, 2016, there was $11,175 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. |