Share-Based Compensation

3 Months Ended

Aug. 31, 2012

Share-Based Compensation [Abstract]

SHARE-BASED COMPENSATION

10. SHARE-BASED COMPENSATION

We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors (the “Board”) may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. At August 31, 2012, there were approximately 1.9 million stock options, restricted stock units and performance awards outstanding to officers, directors and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans is generally determined by the Compensation Committee of our Board at the time of grant and may vary.

Our share-based payments consist primarily of stock options, stock units, common stock and performance awards. The governance of our share-based compensation does not directly limit the number of future awards. At our annual shareholders’ meeting held in September 2011, our shareholders approved an increase to 7,020,000 for the total number of shares cumulatively authorized to be issued under our stock incentive plans. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock. Compensation expense related to share-based compensation totaled $0.9 million and $1.2 million for the three months ended August 31, 2012 and 2011, respectively. The tax benefit related to share-based compensation was $0.4 million and $0.2 million for the three months ended August 31, 2012 and 2011, respectively. At August 31, 2012, $5.7 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 2.5 years.

We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. There was no compensation expense related to stock options for the three months ended August 31, 2012. Compensation expense related to stock options was $0.5 million for the three months ended August 31, 2011. Our options typically vest in equal annual installments over a four year service period. Expense related to an option grant is recognized on a straight line basis over the specified vesting period for those options. Stock options generally have a ten year term. Transactions involving our stock options during the three months ended August 31, 2012 and 2011 are summarized below:

	Three Months Ended August 31, 2012					Three Months Ended August 31, 2011
	(unaudited)
	No. of Options			Weighted Average Exercise Price		No. of Options			Weighted Average Exercise Price
	(in thousands)					(in thousands)
Shares under option, beginning of period		1,562		$	18.95		1,856		$	17.81
Changes during the period:
Granted		—		$	—		—		$	—
Exercised		(57	)	$	8.00		(37	)	$	3.52
Cancelled		—		$	—		(4	)	$	30.33
Expired		—		$	—		—		$	—
Shares under option, end of period		1,505		$	19.36		1,815		$	18.08
Exercisable at end of period		1,505		$	19.36		1,670		$	17.01

Options exercisable at August 31, 2012 had a weighted-average remaining contractual life of 3.9 years. For total options outstanding at August 31, 2012, the range of exercise prices and remaining contractual lives are as follows:

Range of Prices	No. of Options		Weighted Average Exercise Price		Weighted Average Remaining Life
	(in thousands)				(in years)
$0.00 to $3.21		—	$	—		—
$3.22 to $6.41		41	$	4.07		1.0
$6.42 to $9.62		260	$	8.63		2.5
$9.63 to $12.82		157	$	11.10		3.4
$12.83 to $16.03		431	$	14.83		3.9
$16.04 to $32.05		616	$	30.16		5.0
		1,505	$	19.36		3.9

Performance awards are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each performance award based on the market price on the date of grant. Performance awards granted to our Chairman of our Board vest over the longer of four years or the achievement of performance goals based upon our future results of operations. Compensation expense related to performance awards totaled $0.1 million for both three months ended August 31, 2012 and 2011. Transactions involving our performance awards during the three months ended August 31, 2012 and 2011 are summarized below:

	Three Months Ended August 31, 2012				Three Months Ended August 31, 2011
	No.  of Performance Awards		Weighted Average Fair Value		No.  of Performance Awards		Weighted Average Fair Value
	(in thousands)				(in thousands)
Performance awards, beginning of period		64	$	21.86		61	$	20.33
Changes during the period:
Granted		—	$	—		—	$	—
Vested and settled		—	$	—		—	$	—
Cancelled		—	$	—		—	$	—
Performance awards, end of period		64	$	21.86		61	$	20.33

Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over four years and the expense associated with the units is recognized over the same vesting period. We also grant common stock to our directors which typically vest immediately. Compensation expense related to stock units and director stock grants totaled $0.7 million and $0.5 million for the three months ended August 31, 2012 and 2011. Transactions involving our stock units and director stock grants during the three months ended August 31, 2012 and 2011 are summarized below:

	Three Months Ended August 31, 2012					Three Months Ended August 31, 2011
	(unaudited)
	No. of Stock Units			Weighted Average Fair Value		No. of Stock Units		Weighted Average Fair Value
	(in thousands)					(in thousands)
Stock and stock units, beginning of period		342		$	21.73		310	$	19.80
Changes during the period:
Granted		—		$	—		—	$	—
Vested and settled		(3	)	$	21.32		—	$	—
Cancelled		(6	)	$	21.25		—	$	—
Stock and stock units, end of period		333		$	21.74		310	$	19.80