11. Equity Compensation

The Company is currently granting equity awards from the 2006 Stock Incentive Plan (the “Plan”), which was approved by stockholders in July 2006. The Plan provides for granting of stock options, restricted stock awards, restricted stock units, performance awards, phantom stock awards, and bonus stock awards, or any combination of the foregoing. To date, the Company has granted stock options, restricted stock awards, and restricted stock units under the Plan. Stock options generally vest between zero and four years, and are exercisable for a period of ten years from the date of grant. Generally, restricted stock awards are subject to vesting schedules up to four years. Restricted stock units are generally subject to vesting from one to three years, depending upon the terms of the grant.

The following table summarizes the activity in total shares available for grant (in thousands):



		Shares
		Available for
		Grant
Balance, March 27, 2010		9,930
Plans terminated		(300)
Granted		(1,927)
Forfeited		472
Balance, March 26, 2011		8,175
Plans terminated		(34)
Granted		(2,049)
Forfeited		165
Balance, March 31, 2012		6,257
Plans terminated		-
Granted		(1,600)
Forfeited		468
Balance, March 30, 2013		5,125

Stock Compensation Expense

The following table summarizes the effects of stock-based compensation on cost of goods sold, research and development, sales, general and administrative, pre-tax income, and net income after taxes for options granted under the Company’s equity incentive plans (in thousands, except per share amounts):



	Fiscal Years Ended
		March 30, 2013		March 31, 2012		March 26, 2011
Cost of sales	$	751	$	398	$	243
Research and development		10,549		5,590		2,641
Sales, general and administrative		10,195		6,190		5,257
Effect on pre-tax income		21,495		12,178		8,141
Income Tax Benefit		(106)		-		-
Total share-based compensation expense (net of taxes)		21,389		12,178		8,141
Share-based compensation effects on basic earnings per share	$	0.33	$	0.19	$	0.12
Share-based compensation effects on diluted earnings per share		0.32		0.18		0.11
Share-based compensation effects on operating activities cash flow		21,389		12,178		8,141
Share-based compensation effects on financing activities cash flow		106		-		-

The total share based compensation expense included in the table above and which is attributable to restricted stock awards and restricted stock units was $16.3 million, $6.3 million, and $1.1 million for fiscal years 2013, 2012, and 2011, respectively.

As of March 30, 2013, there was $39.7 million of compensation costs related to non-vested stock options, restricted stock awards, and restricted stock units granted under the Company’s equity incentive plans not yet recognized in the Company’s financial statements. The unrecognized compensation cost is expected to be recognized over a weighted average period of 0.96 years for stock options, 1.27 years for restricted stock awards, and 1.57 years for restricted stock units.

Stock Option Awards

We estimated the fair value of each stock option grant on the date of grant using the Black-Scholes option-pricing model using a dividend yield of zero and the following additional assumptions:



	Year Ended
		March 30, 2013	(a)	March 31, 2012		March 26, 2011
Expected stock price volatility		63.42	%	59.25 - 66.11	%	52.03 - 67.11	%
Risk-free interest rate		0.31	%	0.27 - 1.43	%	1.19 - 2.06	%
Expected term (in years)		2.46		2.32 - 3.82		3.83 - 4.34

(a)	Actual assumptions at time of share issuance used.

The Black-Scholes valuation calculation requires us to estimate key assumptions such as stock price volatility, expected term, risk-free interest rate and dividend yield. The expected stock price volatility is based upon implied volatility from traded options on our stock in the marketplace. The expected term of options granted is derived from an analysis of historical exercises and remaining contractual life of stock options, and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate reflects the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term assumption. Finally, we have never paid cash dividends, do not currently intend to pay cash dividends, and thus have assumed a zero percent dividend yield.

Using the Black-Scholes option valuation model, the weighted average estimated fair values of employee stock options granted in fiscal years 2013, 2012, and 2011, were $20.43, $7.58, and $9.61, respectively.

During fiscal year 2013, 2012, and 2011, we received a net $12.0 million, $4.1 million, and $31.0 million, respectively, from the exercise of 1.7 million, 0.6 million and 4.7 million, respectively, stock options granted under the Company’s stock Plan.

The total intrinsic value of stock options exercised during fiscal year 2013, 2012, and 2011, was $48.6 million, $7.6 million, and $50.4 million, respectively. Intrinsic value represents the difference between the market value of the Company’s common stock at the time of exercise and the strike price of the stock option.

As of March 30, 2013, approximately 9.4 million shares of common stock were reserved for issuance under the stock option Plan.

Additional information with respect to stock option activity is as follows (in thousands, except per share amounts):



	Outstanding Options
			Weighted
			Average
	Number		Exercise Price
Balance, March 27, 2010	10,379	$	6.74
Options granted	977		16.75
Options exercised	(4,718)		6.57
Options forfeited	(153)		5.90
Options expired	(304)		23.68
Balance, March 26, 2011	6,181	$	7.63
Options granted	450		15.63
Options exercised	(593)		6.88
Options forfeited	(67)		7.70
Options expired	(67)		15.68
Balance, March 31, 2012	5,904	$	8.23
Options granted	264		37.22
Options exercised	(1,746)		6.88
Options forfeited	(144)		12.52
Options expired	-		20.25
Balance, March 30, 2013	4,278	$	10.42

Additional information with regards to outstanding options that are vesting, expected to vest, or exercisable as of March 30, 2013 is as follows (in thousands, except years and per share amounts):



			Weighted	Weighted Average
	Number of		Average	Remaining Contractual		Aggregate
	Options		Exercise price	Term (years)		Intrinsic Value
Vested and expected to vest	4,196	$	10.15	6.07	$	56,376
Exercisable	3,217	$	7.76	5.51	$	48,228

In accordance with U.S. GAAP, stock options outstanding that are expected to vest are presented net of estimated future option forfeitures, which are estimated as compensation costs are recognized. Options with a fair value of $4.8 million, $6.3 million, and $6.0 million, became vested during fiscal years 2013, 2012, and 2011, respectively.

The following table summarizes information regarding outstanding and exercisable options as of March 30, 2013 (in thousands, except per share amounts):



	Options Outstanding				Options Exercisable
		Weighted Average
		Remaining	Weighted			Weighted
		Contractual Life	Average Exercise		Number	Average
Range of Exercise Prices	Number	(years)	Price		Exercisable	Exercise Price
$2.59 - $5.25	764	4.78	$	5.05	754	$	5.05
$5.49 - $5.53	58	6.39		5.50	44		5.50
$5.55 - $5.55	1,217	6.48		5.55	961		5.55
$5.66 - $7.87	891	4.10		7.05	873		7.05
$8.06 - $16.25	874	7.72		15.18	434		14.90
$16.28 - $38.99	474	8.11		29.79	151		19.60
	4,278	6.11	$	10.42	3,217	$	7.76

As of March 30, 2013 and March 31, 2012, the number of options exercisable was 3.2 million and 3.8 million, respectively.

Restricted Stock Awards

The Company periodically grants restricted stock awards (“RSA’s”) to select employees. The grant date for these awards is equal to the measurement date and the awards are valued as of the measurement date and amortized over the requisite vesting period, which is no more than four years. Each full value award, including RSA’s, reduces the total shares available for grant under the Plan at a rate of 1.5 shares per RSA granted. As of March 30, 2013, approximately 0.1 million shares attributable to RSA awards were reserved for issuance under the Plan. A summary of the activity for RSA’s in fiscal year 2013, 2012, and 2011 is presented below (in thousands, except per share amounts):



			Weighted
			Average
			Grant Date	Aggregate
	Number of		Fair Value	Intrinsic
	Shares		(per share)	value (1)
March 27, 2010	49	$	6.20
Granted	5		17.28
Vested	(7)		7.35	134
Forfeited	(2)		7.35
March 26, 2011	45		7.21
Granted	49		15.31
Vested	(54)		14.57	826
Forfeited	-		-
March 31, 2012	40		7.19
Granted	27		28.24
Vested	(62)		15.45	1,657
Forfeited	-		-
March 30, 2013	5	$	17.28

(1)	Represents the value of Cirrus stock on the date that the restricted stock vested.

The weighted average remaining recognition period for RSA’s outstanding as of March 30, 2013 was 1.27 years. RSA’s with a fair value of $951 thousand, $637 thousand, and $37 thousand became vested during fiscal years 2013, 2012, and 2011, respectively.

Restricted Stock Units

Commencing in fiscal year 2011, the Company began granting restricted stock units (“RSU’s”) to select employees. These awards are valued as of the grant date and amortized over the requisite vesting period. Generally, RSU’s vest 100 percent on the first to third anniversary of the grant date depending on the vesting specifications. Each full value award, including RSU’s, reduces the total shares available for grant under the 2006 option plan at a rate of 1.5 shares per RSU granted. As of March 30, 2013, approximately 3.2 million shares attributable to RSU awards were reserved for issuance under the Plan, which includes the additional shares associated with this full value award multiplier. A summary of the activity for RSU’s in fiscal year 2013, 2012, and 2011 is presented below (in thousands, except year and per share amounts):


				Weighted Average
			Weighted	Remaining
			Average	Contractual Term
	Shares		Fair Value	(years)
March 27, 2010	-	$	-
Granted	628		16.41
Vested	-		-
Forfeited	(8)		16.25
March 26, 2011	620		16.41	2.54
Granted	1,017		16.59
Vested	-		-
Forfeited	(21)		16.04
March 31, 2012	1,616		16.52	1.94
Granted	864		37.26
Vested	(193)		20.56
Forfeited	(216)		21.46
March 30, 2013	2,071	$	23.66	1.57

Additional information with regards to outstanding restricted stock units that are vesting or expected to vest as of March 30, 2013, is as follows (in thousands, except year and per share amounts):



			Weighted	Weighted Average
			Average	Remaining Contractual
	Shares		Fair Value	Term (years)
Vested and expected to vest	1,888	$	23.66	1.53

RSU’s outstanding that are expected to vest are presented net of estimated future forfeitures, which are estimated as compensation costs are recognized. RSU’s with a fair value of $3.8 million became vested during fiscal year 2013. No RSU’s became vested during fiscal year 2012 or 2011. In fiscal year 2013, the Company required employees with vested RSU’s the option to cash settle or net settle, removing the option to sell all. As a result, the Company repurchases a portion of the shares at fair value, and uses the cash on behalf of the employee to satisfy the tax withholding requirements. In fiscal year 2013, the vesting of RSU’s reduced the authorized and unissued share balance by approximately 0.2 million, while the net released, outstanding share balance increased by approximately 0.1 million shares and resulted in the $1.7 million payment and subsequent retirement of these shares out of the Plan.