STOCKHOLDERS' EQUITY

12 Months Ended

Sep. 30, 2014

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 13—STOCKHOLDERS’ EQUITY

Long-Term Equity Incentive Plan

On March 21, 2013, the Executive Compensation Committee of the Board of Directors (Compensation Committee) approved a long- term equity incentive award program. Through September 30, 2014, the Compensation Committee has granted 416,929 RSU’s with time-based vesting and 314,656 RSU’s with performance-based vesting under this program.

Each RSU represents a contingent right to receive one share of our common stock. Dividend equivalent rights accrue with respect to the RSUs when and as dividends are paid on our common stock and vest proportionately with the RSUs to which they relate. Vested shares are delivered to the recipient following each vesting date.

The RSUs granted with time-based vesting generally vest in four equal installments on each of the four October 1 dates following the grant date, subject to the recipient’s continued service through such vesting date.

The performance-based RSUs granted to participants vest over three-year performance periods based on Cubic’s achievement of performance goals established by the Compensation Committee over the performance periods, subject to the recipient’s continued service through the end of the respective performance periods. For the performance-based RSUs granted to date, the vesting will be contingent upon Cubic meeting one of three types of vesting criteria over the performance period. These three categories of vesting criteria consist of revenue growth targets, earnings targets, and return on equity targets. The level at which Cubic’s performs against scalable targets over the performance periods will determine the percentage of the RSUs that will ultimately vest.

Through September 30, 2014, Cubic has granted 731,585 restricted stock units of which 69,994 have vested. The grant date fair value of each restricted stock unit is the fair market value of one share of our common stock at the grant date.  At September 30, 2014, the total number of unvested RSUs that are ultimately expected to vest, after consideration of expected forfeitures and estimated vesting of performance-based RSUs is 345,240.

The following table summarizes our RSU activity:

	Unvested Restricted Stock Units
	Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested at October 1, 2012	—		$	—
Granted	426,511		43.76
Vested	—		—
Forfeited	(5,142	)	43.76
Unvested at September 30, 2013	421,369		$	43.76
Granted	305,074		49.57
Vested	(69,994	)	43.76
Forfeited	(13,500	)	47.80
Unvested at September 30, 2014	642,949		$	46.43

As of September 30, 2014, approximately 3,746,426 shares remained available for future grants under our long-term equity incentive plan. On October 1, 2014, 105,886 restricted stock units vested.