Shareholders' Equity

12 Months Ended

Dec. 28, 2013

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders' Equity

The Company recognized approximately $11.4 million, $9.0 million and $14.3 million in share-based compensation expense in 2013, 2012 and 2011, respectively. The Company recognizes compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award. As of December 28, 2013, total unrecognized compensation cost related to share-based compensation awards was approximately $21.6 million, net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately 2.4 years.

On April 29, 2013, the Company's shareholders approved the 2013 Equity Incentive Plan ("2013 Plan"). The 2013 Plan authorizes the issuance of 3.5 million shares of common stock for equity-based awards, and terminates any further grants under prior equity plans. Approximately 3.0 million shares were available for future grant or payment under the 2013 Plan at December 28, 2013.

During 2012, the Company sold 3.2 million shares of common stock for general corporate purposes, working capital and the potential funding of acquisitions.

During 2011, the Company issued 2.8 million shares of common stock in connection with the acquisition of EPC.

The table below presents share-based compensation activity for the three fiscal years ended 2013, 2012 and 2011 (in millions):

	2013		2012		2011
Total intrinsic value of share-based incentive awards exercised	$	4.0	$	11.1	$	2.9
Cash received from stock option exercises	1.5		4.2		1.9
Income tax benefit from the exercise of stock options	0.8		2.2		1.4
Total fair value of share-based incentive awards vested	8.5		6.6		13.3

Options and Stock Appreciation Rights

The Company uses several forms of share-based incentive awards, including non-qualified stock options, incentive stock options, and stock appreciation rights (“SAR's”). Options and SAR's generally vest over 5 years and expire 10 years from the grant date. All grants are made at prices equal to the fair market value of the stock on the grant dates, and expire 10 years from the grant date. The majority of the Company’s annual share-based incentive awards are made in the fiscal second quarter. For both years ended December 28, 2013 and December 29, 2012, expired and canceled shares were immaterial.

The assumptions used in the Company's Black-Scholes valuation related to grants for options and SAR's were as follows:

	2013			2012			2011
Per share weighted average fair value of grants	$	23.01		$	22.45		$	25.80
Risk-free interest rate	1.1		%	1.3		%	2.3		%
Expected life (years)	7.0			7.0			7.0
Expected volatility	38.5		%	37.6		%	35.6		%
Expected dividend yield	1.2		%	1.2		%	1.0		%

The average risk-free interest rate is based on U.S. Treasury security rates in effect as of the grant date. The expected dividend yield is based on the projected annual dividend as a percentage of the estimated market value of the Company's common stock as of the grant date. The Company estimated the expected volatility using a weighted average of daily historical volatility of the Company's stock price over the expected term of the award. The Company estimated the expected term using historical data adjusted for the estimated exercise dates of unexercised awards.

Following is a summary of share-based incentive plan grant activity (options and SAR's) for fiscal 2013.

Number of Shares Under Option	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 29, 2012	1,568,425		$	54.02
Granted	174,775		64.99
Exercised	(127,636	)	41.65
Forfeited	(52,294	)	63.04
Outstanding at December 28, 2013	1,563,270		56.04		6.1	$	27.3
Exercisable at December 28, 2013	791,614		48.26		4.5	20.1

As of December 28, 2013, there was $12.2 million of unrecognized compensation cost related to non-vested options and SAR's that is expected to be recognized as a change to earnings over a weighted average period of 3.1 years.

The amount of options expected to vest is materially consistent with those outstanding and not yet exercisable.

Restricted Stock Awards and Restricted Stock Units

Restricted stock awards ("RSA") and restricted stock units ("RSU") consist of shares or the rights to shares of the Company's stock. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer. RSU awards are typically granted to eligible employees outside of the United States. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, or death, disability or normal retirement of the grantee.

Following is a summary of RSA award activity for fiscal 2013:

	Shares		Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Term (years)
Unvested RSA's at December 29, 2012	39,180		$	65.42	2
Granted	15,037		65.03
Vested	(13,500	)	61.70
Forfeited	—		—
Unvested RSA's December 28, 2013	40,717		$	66.50	0.8

All of the RSA shares will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed by the Company until the vesting date. Compensation expense recognized related to the RSA's was $1.3 million for fiscal 2013.

As of December 28, 2013, there was $0.9 million of unrecognized compensation cost related to non-vested RSA's that is expected to be recognized as a charge to earnings over a weighted average period of 0.8 years.

Following is a summary of RSU award activity for fiscal 2013:

	Shares		Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Term (years)
Unvested RSU's at December 29, 2012	156,946		$	64.84	1.9
Granted	90,105		65.03
Vested	(27,962	)	60.46
Forfeited	(8,825	)	63.22
Unvested RSU's at December 28, 2013	210,264		$	65.57	1.9

All of the RSU's will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed by the Company until the vesting date. Compensation expense recognized related to the RSU's was $4.2 million for fiscal 2013.

As of December 28, 2013, there was $7.0 million of unrecognized compensation cost related to non-vested RSU's that is expected to be recognized as a charge to earnings over a weighted average period of 1.9 years.

Performance Share Units

Performance share unit ("PSU") awards consist of shares or the rights to shares of the Company's stock which are awarded to employees of the Company. These shares are payable upon the determination that the Company achieved certain established performance targets and can range from 0% to 200% of the targeted payout based on the actual results. Shares awarded in 2013 have a performance period of 3 years. As set forth in the individual grant agreements, acceleration of vesting may occur under a change in control, death or disability. There are no voting rights with these instruments until vesting occurs and a share of stock is issued. The PSU awards are valued using a Monte Carlo simulation method as of the grant date.

Following is a summary of PSU award activity for fiscal 2013:

	Shares		Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Term (years)
Unvested PSU's at December 29, 2012	—		$	—
Granted	36,490		56.71
Vested	—		—
Forfeited	(760	)	56.71
Unvested PSU's at December 28, 2013	35,730		$	56.71	2.4

Compensation expense for awards granted are recognized based on the targeted payout of 100.0%, net of estimated forfeitures. Compensation expense recognized related to PSUs was $0.4 million for fiscal 2013. There was no compensation expense recognized related to PSU's for fiscal 2012. Total future compensation expense for all PSUs granted as of December 28, 2013 is estimated to be $1.5 million recognized as a charge to earnings over a weighted average period of 2.4 years.

Treasury Stock

The Board of Directors has approved repurchase programs of up to 3.0 million common shares of Company stock. Management is authorized to effect purchases from time to time in the open market or through privately negotiated transactions.