10. Equity-Based Compensation

The Tellabs, Inc. Amended and Restated 2004 Incentive Compensation Plan (2004 Plan) provides for the grant of short-term and long-term incentives, including stock options, stock appreciation rights (SARs), restricted stock and performance stock units (PSUs). Equity-based grants vest over one to four years, with the majority vesting over a three year period. We recognize compensation expense for stock options and restricted stock on a straight-line basis over the service period based on the fair value on the grant date. Stock options and SARs granted but unexercised expire 10 years from the grant date. Stockholders previously approved 53,889,977 shares for grant under the 2004 Plan, of which 20,824,624 remain available for grant at December 30, 2011.

Stock Options

We estimate the fair value of stock options using the Black-Scholes option-pricing model. This model requires the use of assumptions that will have a significant impact on the fair value estimate. The following table summarizes the assumptions used to compute the weighted average fair value of stock option grants:


	2011			2010			2009
Expected volatility		46.5	%		42.0	%		47.2	%
Risk-free interest rate		2.0	%		2.1	%		2.0	%
Expected term (in years)		5.3			5.3			4.5
Expected dividend yield		1.5	%		1.0	%		0.0	%

We based our calculation of expected volatility on a combination of historical and implied volatility for options granted. We based the risk-free interest rate on the U.S. Treasury yield curve in effect at the date of grant. We estimated the expected term of the options using their vesting period, post-vesting employment termination behavior and historical exercise patterns. We based the expected dividend yield on the option's exercise price and annualized dividend rate at the date of grant.

The following is a summary of stock option activity during 2011, and status at December 30, 2011:


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Outstanding – beginning of year		26,851,964		$	11.18
Granted		2,355,228		$	5.22
Exercised		(376,059	)	$	1.39
Forfeited/expired		(8,111,651	)	$	18.83

Outstanding – end of year		20,719,482		$	7.68		4.1	$	0.7

Exercisable – end of year		17,140,928		$	8.04		3.2	$	0.6
Shares vested or expected to vest		20,509,121		$	7.70		4.1	$	0.7

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price as of December 30, 2011, that the option holders would have received had all holders exercised their options as of that date. The aggregate intrinsic value of exercised stock options was $1.5 million in 2011, $4.5 million in 2010 and $0.3 million in 2009.

The weighted average fair value of stock options granted was $2.00 in 2011, $2.97 in 2010 and $2.12 in 2009.

Cash-Settled Stock Appreciation Rights

The 2004 Plan provides for the granting of cash-settled SARs in conjunction with, or independent of, the stock options under the 2004 Plan. These SARs allow the holder to receive in cash the difference between the cash-settled SARs' grant price (the market value of our stock on the grant date) and the market value of our stock on the date the holder exercises the SAR. These cash payments were negligible in 2011, 2010 and 2009. The following is a summary of cash-settled SARs activity in 2011:


	Shares			Weighted Average Exercise Price
Outstanding – beginning of year		445,233		$	7.73
Granted		138,100		$	4.47
Exercised		(800	)	$	4.12
Forfeited/expired		(90,402	)	$	7.79

Outstanding – end of year		492,131		$	6.81

Restricted Stock

The fair market value of restricted stock vested was $11.4 million in 2011, $16.9 million in 2010 and $9.5 million in 2009. The weighted average grant date fair value of restricted stock was $5.29 per share in 2011, $8.68 per share in 2010 and $5.28 per share in 2009. Restricted stock activity for 2011 follows:


	Shares			Weighted Average Grant Date Fair Value
Non-vested – beginning of year		5,372,417		$	7.19
Granted		2,971,375		$	5.29
Vested		(2,392,664	)	$	6.76
Forfeited		(1,096,541	)	$	7.00

Non-vested – end of year		4,854,587		$	6.29

Performance Stock Units

The 2004 Plan provides for the granting of PSUs. We granted 1,660,290 PSUs in 2011, 1,145,723 PSUs in 2010 and 959,100 PSUs in 2009. The PSUs granted in 2011 entitle the recipients to receive shares of our common stock contingent on the achievement of strategic goals for 2011. Following achievement of these measures and subject to continued employment, one-third of such shares will be issued in annual installments beginning in the first quarter of 2012. At maximum target performance, we will issue two shares for each PSU granted. The weighted average price of PSUs granted in 2011 was $5.39 per share.

The PSUs granted in 2010 entitle the recipients to receive shares of our common stock contingent on the achievement of operating earnings targets and strategic goals or on the achievement of revenue targets and strategic goals for 2010. Based on 2010 operating earnings of $237.0 million and market share and market penetration gains in some of the identified product areas, 125% of the PSUs were earned and 1.25 shares for each PSU (183,737 additional shares) granted will be paid out, subject to continued employment. We issued one-third of the total shares (306,155 shares) in the first quarter of 2011 and generally, one-third of such shares will be issued in annual installments in the first quarter of 2012 and 2013. The weighted average price of PSUs granted in 2010 was $7.72 per share.

The PSUs granted in 2009 entitle the recipients to receive shares of our common stock contingent on the achievement of operating earnings targets for 2009. Based on 2009 operating earnings of $154 million (excluding the impact of our acquisition of WiChorus), 165% of the PSUs were earned and 1.65 shares for each PSU (596,506 additional shares) granted will be paid out, subject to continued employment. We issued one-half of the remainder shares (492,086 shares) in the first quarter of 2011 and the remainder will be issued in the first quarter of 2012, subject to continued employment. The weighted average price of PSUs granted in 2009 was $3.75 per share.

PSU activity for 2011 follows:


	Shares			Weighted Average Grant Date Fair Value
Non-vested – beginning of year		2,127,318		$	5.86
Granted¹		1,844,027		$	5.57
Vested		(798,241	)	$	5.07
Forfeited		(903,694	)	$	6.83

Non-vested – end of year		2,269,410		$	5.51

¹	This includes the additional 183,737 shares from the 2010 grant that were earned based on 2010 operating earnings and strategic goals.

Equity-Based Compensation Expense

The following table sets forth the total equity-based compensation expense resulting from stock options, SARs, restricted stock, and PSUs by line item on the income statement:


	2011			2010			2009
Cost of revenue – products	$	1.6		$	2.0		$	1.7
Cost of revenue – services		2.1			2.3			2.2
Research and development		7.9			8.4			6.0
Sales and marketing		4.3			5.2			4.2
General and administrative		8.7			9.1			6.6

Equity-based compensation expense before income taxes		24.6			27.0			20.7
Income tax benefit		(2.8	)		(8.6	)		(0.5	)

Total equity-based compensation expense after income taxes	$	21.8		$	18.4		$	20.2

The following table sets forth the total equity-based compensation expense by type:


	2011			2010		2009
Stock options	$	4.8		$	5.1	$	5.4
Cash-settled SARs		(0.3	)		0.2		0.1
Restricted stock		16.9			17.0		12.5
Performance stock units		3.2			4.7		2.7

Total	$	24.6		$	27.0	$	20.7

As of December 30, 2011, we had $26.7 million of unrecognized equity-based compensation cost that we expect to recognize over a weighted average period of 1.7 years.