Share-based compensation | 13. Share-based compensation Share-based compensation In determining the grant date fair value of equity awards, the Company is required to make estimates of the fair value of Fabrinet’s ordinary shares, expected dividends to be issued, expected volatility of Fabrinet’s ordinary shares, expected forfeitures of the awards, risk free interest rates for the expected term of the awards, expected terms of the awards, and the vesting period of the respective awards. Forfeitures are estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures differ from those estimates. The effect of recording share-based compensation expense for the years ended June 26, 2015, June 27, 2014 and June 28, 2013 was as follows: Years Ended (amount in thousands) June 26, 2015 June 27, 2014 June 28, 2013 Share-based compensation expense by type of award: Share options $ 226 $ 802 $ 1,864 Restricted share units 7,801 4,745 3,236 Total share-based compensation expense 8,027 5,547 5,100 Tax effect on share-based compensation expense — — — Net effect on share-based compensation expense $ 8,027 $ 5,547 $ 5,100 Share-based compensation expense was recorded in the consolidated statements of operations and comprehensive income as follows: Years Ended (amount in thousands) June 26, 2015 June 27, 2014 June 28, 2013 Cost of revenue $ 1,450 $ 1,182 $ 1,105 Selling, general and administrative expense 6,577 4,365 3,995 Total share-based compensation expense $ 8,027 $ 5,547 $ 5,100 The Company did not capitalize any share-based compensation expense as part of any asset costs during the years ended June 26, 2015, June 27, 2014 and June 28, 2013. Share-based award activity Share options have been granted to directors and employees. As of June 26, 2015, there were 6,590 share options outstanding under the Amended and Restated 1999 Share Option Plan (the “1999 Plan”). Additional option grants may not be made under the 1999 Plan. In March 2010, Fabrinet’s shareholders adopted the 2010 Performance Incentive Plan (the “2010 Plan”). On December 20, 2010 and December 20, 2012, the 2010 Plan was amended to increase the number of shares reserved for issuance. As of June 26, 2015, there were an aggregate of 785,429 share options outstanding, 1,140,927 restricted share units outstanding and 2,939,135 ordinary shares available for future grant under the 2010 Plan. The 1999 Plan and 2010 Plan are collectively referred to as the “Share Option Plans”. Share options Fabrinet’s board of directors has the authority to determine the type of option and the number of shares subject to an option. Options generally vest and become exercisable over four years and expire, if not exercised, within 7 years of the grant date. In the case of a grantee’s first grant, 25 percent of the underlying shares subject to an option vest 12 months after the vesting commencement date and 1/48 of the underlying shares vest monthly over each of the subsequent 36 months. In the case of any additional grants to a grantee, 1/48 of the underlying shares subject to an option vest monthly over four years, commencing one month after the vesting commencement date. The following table summarizes share options activity: Number of Number of Weighted- Weighted- Balance as of June 29, 2012 1,470,290 532,646 $ 14.88 Granted — — — Exercised (94,188 ) $ 5.96 Forfeited (44,443 ) $ 17.33 Expired (54,348 ) $ 16.97 Balance as of June 28, 2013 1,277,311 750,949 $ 15.37 Granted — — — Exercised (351,435 ) $ 13.00 Forfeited (26,276 ) $ 15.54 Expired (33,710 ) $ 16.93 Balance as of June 27, 2014 865,890 666,305 $ 16.27 Granted — — — Exercised (56,968 ) $ 14.67 Forfeited (8,347 ) $ 15.90 Expired (8,556 ) $ 21.44 Balance as of June 26, 2015 792,019 758,451 $ 16.33 Expected to vest as of June 26, 2015 789,048 $ 16.33 The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and management estimate to determine. The total fair value of shares vested during the years ended June 26, 2015, June 27, 2014, and June 28, 2013 was $1.1 million, $2.0 million, and $2.4 million, respectively. The total intrinsic value of options exercised during the years ended June 26, 2015, June 27, 2014, and June 28, 2013 was $0.2 million, $2.2 million, and $0.8 million, respectively. In conjunction with these exercises, there was no tax benefit realized by the Company due to the fact that it is exempted from income tax. The amount of cash received from the exercise of share options was $0.8 million during the year ended June 26, 2015. Valuation Method Expected Dividend Expected Volatility Risk-Free Interest Rate Expected Term Vesting Period Fair Value The following summarizes information for share options outstanding as of June 26, 2015 under the share options plan: Number of Exercise Price Per Weighted Average Aggregate Intrinsic Value (amount in thousands) 6,590 $ 5.75 1.14 8,368 $ 13.77 2.16 416,526 $ 16.83 2.30 30,000 $ 15.05 2.36 23,844 $ 25.50 2.55 7,400 $ 26.16 2.61 8,300 $ 23.62 2.86 66,989 $ 15.16 3.15 193,521 $ 14.12 3.38 22,760 $ 19.36 3.62 5,550 $ 18.60 3.68 2,171 $ 12.83 3.87 Options outstanding 792,019 2.69 $ 3,010 Options exercisable 758,451 2.66 $ 2,843 Expected to vest as of June 26, 2015 789,048 2.69 $ 2,995 As of June 26, 2015, there was $0.01 million of unrecognized compensation cost related to share options under the Share Option Plans that is expected to be recognized over a weighted-average period of 0.41 years. Restricted share units Restricted share units are one type of share-based award that may be granted under the 2010 Plan. Restricted share units granted to non-employee directors generally cliff vest 100% on the first of January, approximately one year from the grant date, provided the director continues to serve through such date. Restricted share units granted to employees generally vest in four equal installments over four years on each anniversary of the vesting commencement date. On May 24, 2015 the Company entered into an amended and restated employment agreement with an executive of the Company that provides for accelerated vesting of equity awards under certain circumstances. Under the agreement, any equity award granted to the executive after February 20, 2017, shall vest over a period not longer than 2 years following the applicable grant date. If the executive’s employment with the Company continues through and including February 20, 2017, any then outstanding equity award grants will become 100% vested. During the year the modification was made for the executive, the Company recalculated the share-based compensation expense, and the impact of this modification to the consolidated financial statements was $0.04 million. The following table summarizes restricted share unit activity: Number of Weighted- Balance as of June 29, 2012 168,275 $ 14.44 Granted 468,387 $ 12.42 Issued (71,880 ) $ 14.10 Forfeited (19,114 ) $ 12.78 Balance as of June 28, 2013 545,668 $ 12.81 Granted 479,894 $ 15.37 Issued (184,773 ) $ 12.98 Forfeited (78,494 ) $ 14.25 Balance as of June 27, 2014 762,295 $ 14.23 Granted 666,582 $ 17.53 Issued (247,593 ) $ 14.44 Forfeited (40,357 ) $ 16.68 Balance as of June 26, 2015 1,140,927 $ 16.03 Expected to vest as of June 26, 2015 1,039,544 $ 16.02 The total fair value of restricted share units vested during the year ended June 26, 2015, June 27, 2014, and June 28, 2013 was $3.6 million, $2.4, million and $1.0 million, respectively. The aggregate intrinsic value of restricted share units outstanding as of June 26, 2015 was $22.7 million. As of June 26, 2015, there was $8.0 million of unrecognized share-based compensation expense related to restricted share units under the 2010 Plan that is expected to be recorded over a weighted-average period of 2.55 years. For the years ended June 26, 2015 and June 27, 2014, the Company withheld an aggregate of 19,679 shares and 18,403 shares, respectively, upon the vesting of restricted share units, based upon the closing share price on the vesting date to settle the employees’ minimum statutory obligation for the applicable income and other employment taxes. For fiscal year 2015 and fiscal year 2014, the Company then remitted cash of $0.4 million and $0.3 million, respectively, to the appropriate taxing authorities, and presented it in a financing activity within the consolidated statements of cash flows. The payment had the effect on shares issued by the Company as it reduced the number of shares that would have been issued on the vesting date and was recorded as a reduction of additional paid-in capital. |