SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2012

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

12.   SHARE-BASED COMPENSATION

• The following table summarizes the components and classification of share-based compensation expense related to stock options and restricted share units ("RSUs") for the three-month periods ended March 31, 2012 and 2011:

	Three Months Ended March 31
	2012		2011
Stock options(1)	$	6,711	$	17,650
RSUs		12,441		12,243
Stock-based compensation expense	$	19,152	$	29,893
Cost of goods sold(1)	$	230	$	435
Research and development expenses(1)		230		435
Selling, general and administrative expenses(1)		18,692		28,874
Restructuring and integration costs		—		149
Stock-based compensation expense	$	19,152	$	29,893

(1)

On March 9, 2011, the Company's compensation committee of the board of directors approved an equitable adjustment to all stock options outstanding as of that date for employees and directors as of such date, in connection with the post-Merger special dividend of $1.00 per common share declared on November 4, 2010 and paid on December 22, 2010. As the Company's stock option awards do not automatically adjust for dividend payments, this adjustment was treated as a modification of the terms and conditions of the outstanding options. The incremental fair value of the modified awards was determined to be $15.4 million, of which $9.2 million related to vested options, which was expensed in the first quarter of 2011 as follows: cost of goods sold ($0.2 million), selling, general and administrative expenses ($8.8 million) and research and development expenses ($0.2 million). The remaining $6.2 million is being recognized over the remaining requisite service period of the unvested options.

• In the three-month periods ended March 31, 2012 and 2011, the Company granted approximately 320,000 stock options with a weighted-average exercise price of $53.84 per option and approximately 384,000 stock options with a weighted-average exercise price of $39.38 per option, respectively. The weighted-average fair values of all stock options granted to employees in the three-month periods ended March 31, 2012 and 2011 were $18.85 and $11.71, respectively.

  In the three-month periods ended March 31, 2012 and 2011, the Company granted approximately 86,000 time-based RSUs with a weighted-average grant date fair value of $51.31 per RSU and approximately 119,000 time-based RSUs with a weighted-average grant date fair value of $39.35 per RSU, respectively.

  In the three-month period ended March 31, 2012, the Company granted approximately 151,000 performance-based RSUs with a weighted-average grant date fair value of $69.94 per RSU. The Company did not grant any performance-based RSUs during the three-month period ended March 31, 2011.

  As of March 31, 2012, the total remaining unrecognized compensation expense related to non-vested stock options, time-based RSUs and performance-based RSUs amounted to $118.2 million, in the aggregate, which will be amortized over a weighted-average period of 2.5 years.