Share-Based Awards

12 Months Ended

Mar. 31, 2012

Share-Based Awards [Abstract]

Share-Based Awards

12.    Share-Based Awards

Employee Stock Option Plans

In September 1998, the Company’s shareholders approved a stock option plan (the “1998 Plan”) under which 8,000,000 shares of common stock were reserved for the issuance of options. The 1998 Plan provides that employees, directors and consultants of the Company may, at the discretion of the Board of Directors or a duly designated compensation committee, be granted options to purchase shares of common stock. The exercise price of each option granted was determined by the Board of Directors at the date of grant, and options under the 1998 Plan expire no later than ten years from the grant date. Options granted will generally become exercisable in accordance with the terms of the agreement pursuant to which they were granted. Certain option grants to directors became exercisable three months from the date of grant. Upon an acquisition of the Company by merger or asset sale, each outstanding option may be subject to accelerated vesting under certain circumstances. The 1998 Plan terminated on December 31, 2007. As of March 31, 2012, there were 46,488 outstanding options related to the 1998 Plan.

In October 2005, the Company’s shareholders approved a stock option and incentive plan (the “2005 Plan”) under which 4,800,000 shares of common stock were reserved for the issuance of awards, including stock options, incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares, performance units (including performance options) and other share-based awards. The 2005 Plan provides that employees, directors and consultants of the Company may, at the discretion of the Board of Directors or a duly designated compensation committee, be granted awards to acquire shares of common stock. The exercise price of each option award shall be determined by the Board of Directors at the date of grant in accordance with the terms of the 2005 Plan, and under the 2005 Plan awards expire no later than ten years from the grant date. Options granted will generally become exercisable in accordance with the terms of the agreement pursuant to which they were granted. Upon an acquisition of the Company by merger or asset sale, each outstanding option may be subject to accelerated vesting under certain circumstances. The 2005 Plan terminates on May 25, 2015, unless terminated earlier by the Board of Directors. As of March 31, 2012, there were 941,849 outstanding options and 3,262,642 shares available for future grant related to the 2005 Plan.

A summary of stock option transactions during the years ended March 31, 2012, 2011 and 2010 is as follows:

	Number of Shares			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
								(In thousands)
Outstanding, March 31, 2009		1,640,164		$	16.20
Granted		578,968		$	29.22
Exercised		(475,206	)	$	12.32			$	8,254
Outstanding, March 31, 2010		1,743,926		$	21.58
Granted		110,000		$	29.15
Exercised		(307,428	)	$	18.60			$	7,093
Forfeited/Canceled		(148,942	)	$	27.50
Outstanding, March 31, 2011		1,397,556		$	22.20		3.9
Granted		459,400		$	43.04		7.2
Exercised		(697,157	)	$	18.34		1.3	$	17,698
Forfeited/Canceled		(171,462	)	$	36.66		6.4
Outstanding, March 31, 2012		988,337		$	32.09		5.4	$	11,499
Vested and expected to vest, March 31, 2012		953,153		$	32.07		5.4	$	11,113
Exercisable, March 31, 2012		210,018		$	24.88		3.8	$	3,959

The Company utilizes the Black-Scholes valuation model for estimating the fair value of share-based compensation with the following assumptions:

	Year Ended March 31, 2012		Year Ended March 31, 2011		Year Ended March 31, 2010
Expected life		4.3 years		4.2 years		4.4 - 4.8 years
Expected volatility		41.2%		42.6% - 44.7%		45.5% - 47.7%
Expected dividends		1.6%		1.9% - 2.2%		1.9% - 2.2%
Risk-free rate		1.8%		1.5% - 2.1%		0.8% - 2.4%

The weighted-average grant date fair value of stock options granted during the years ended March 31, 2012, 2011 and 2010 was $13.32, $9.24 and $9.65 per share, respectively.

The Company issues new shares to satisfy option exercises. Based on historical experience of option cancellations, the Company has estimated an annualized forfeiture rate of 4.1%, 3.6% and 1.7% for employee options for the years ended March 31, 2012, 2011 and 2010 and 0.0% for director options for the years ended March 31, 2012, 2011 and 2010. Forfeiture rates will be adjusted over the requisite service period when actual forfeitures differ, or are expected to differ, from the estimate.

During the years ended March 31, 2012, 2011 and 2010, a total of 459,400, 110,000 and 578,968 options, respectively, were granted under the 2005 Plan at an exercise price equal to the market price of the Company’s common stock on the date of grant. A summary of stock options granted under the 2005 Plan during the years ended March 31, 2012, 2011 and 2010 is as follows:

Option Grant Date	Number of Shares		Exercise Price		Vesting Terms(1)		Expires
May 31, 2011		459,400	$	43.04		Five years		May 31, 2019
Fiscal year 2012 option grants		459,400
November 29, 2010		20,000	$	32.16		Five years		November 29, 2018
August 3, 2010		10,000	$	27.62		Five years		August 3, 2018
June 4, 2010		50,000	$	28.15		Five years		June 4, 2018
June 2, 2010		30,000	$	29.31		Five years		June 2, 2018
Fiscal year 2011 option grants		110,000
February 16, 2010		236,118	$	28.48		Five years		February 16, 2018
February 16, 2010		6,000	$	28.48		Two years		February 16, 2013
December 7, 2009		126,850	$	30.15		Five years		December 7, 2017
November 30, 2009		150,000	$	29.75		Five years		November 30, 2017
September 17, 2009		60,000	$	29.02		Five years		September 17, 2017
Fiscal year 2010 option grants		578,968

(1) Options vest in equal annual installments on each grant anniversary date beginning one year after the grant date.

Performance-Based Awards

On May 25, 2011, the Board of Directors approved its fiscal year 2012 equity incentive program for certain employees to be awarded options to purchase the Company’s common stock. The maximum number of options available under the equity incentive program plan is 600,000, of which 300,000 are reserved for the Company’s named executive officers and 300,000 for non-executive employees of the Company. Under the program, executives are eligible to receive options based on meeting certain target increases in EPS performance and revenue growth during fiscal year 2012. Non-executive employees are also eligible to receive options based on satisfying certain management established criteria and recommendations of senior management. The options shall be issued pursuant to one of the Company’s shareholder approved option plans, have an exercise price equal to the closing price of the Company’s shares on the date of grant, a term of eight years and vesting in five equal annual installments commencing one year following the date of grant.

Compensation expense associated with the performance based awards under the Company’s 2012 incentive plan are initially based on the number of options expected to vest after assessing the probability that certain performance criteria will be met. Cumulative adjustments are recorded quarterly to reflect subsequent changes in the estimated outcome of performance-related conditions. The Company utilized the Black-Scholes option valuation model with the assumptions below and recorded stock compensation expense related to the performance based awards of $616, $788 and $35 for the years ended March 31, 2012, 2011 and 2010, respectively.

	Year Ended March 31, 2012		Year Ended March 31, 2011		Year Ended March 31, 2010
Expected life		4.3 years		4.3 years		4.4 years
Expected volatility		41.2% - 42.2%		41.6%		45.5%
Expected dividends		1.4% - 1.9%		1.5%		2.2%
Risk-free rate		0.8% - 1.8%		2.2%		2.3%

Non-vested stock option award activity, including employee stock options and performance-based awards, during the years ended March 31, 2012, 2011 and 2010 is summarized as follows:

	Non-Vested Number of Shares			Weighted- Average Grant-Date Fair Value per Share
Outstanding, March 31, 2009		930,690		$	5.87
Granted		578,968		$	9.65
Vested		(287,986	)	$	6.02
Outstanding, March 31, 2010		1,221,672		$	7.63
Granted		110,000		$	9.24
Vested		(379,694	)	$	6.43
Forfeited/Canceled		(148,942	)	$	9.41
Outstanding, March 31, 2011		803,036		$	8.08
Granted		459,400		$	13.32
Vested		(312,655	)	$	7.22
Forfeited/Canceled		(171,462	)	$	11.55
Outstanding, March 31, 2012		778,319		$	10.76

As of March 31, 2012, $6,053 of total unrecognized compensation costs related to stock options is expected to be recognized over a weighted-average period of 3.1 years. This amount does not include the cost of new options that may be granted in future periods or any changes in the Company’s forfeiture percentage. The total fair value of options vested during the years ended March 31, 2012, 2011 and 2010 was $2,256, $2,442 and $1,732, respectively.

Restricted Stock Units

On May 27, 2009, the Board of Directors approved its Outside Director Compensation Plan, whereby each non-employee director is to be awarded shares of restricted stock units upon election or re-election to the Board of Directors. The restricted stock units are awarded under the 2005 Plan. Such restricted stock units vest in two equal, annual installments on the first and second anniversaries of the grant date and are nontransferable for one year following vesting. Upon each vesting of the award, one share of common stock shall be issued for each restricted stock unit. The weighted-average grant date fair value for the restricted stock units was estimated using the market price of the common stock on the date of grant. The fair value of these restricted stock units is amortized on a straight-line basis over the vesting period.

As of March 31, 2012, 56,960 restricted stock units have been awarded under the Outside Director Compensation Plan from inception to date and approximately $540, $427 and $136 of compensation expense related to these restricted stock units was recorded for the years ended March 31, 2012, 2011 and 2010, respectively. Restricted stock units activity for the years ended March 31, 2012, 2011 and 2010 is summarized as follows:

	Number of Shares			Weighted- Average Grant-Date Fair Value per Share
Outstanding, March 31, 2009		—
Granted		16,000		$	26.93
Outstanding, March 31, 2010		16,000		$	26.93
Granted		18,292		$	27.31
Vested		(11,396	)	$	27.22
Outstanding, March 31, 2011		22,896		$	27.09
Granted		22,668		$	39.75
Vested		(15,563	)	$	27.51
Outstanding, March 31, 2012		30,001		$	36.32

As of March 31, 2012, $729 of total unrecognized compensation costs related to restricted stock units is expected to be recognized over a weighted-average period of 1.7 years. This amount does not include the cost of new restricted stock units that may be granted in future periods.