SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS

Cash Dividends

For the year ended June 30, 2015, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.7175 per Common Share, in the aggregate amount of $87.6 million, which we paid during the same period.

For the year ended June 30, 2014, pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.6225 per Common Share, in the aggregate amount of $74.7 million.

For the year ended June 30, 2013, pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.15 per Common Share, in the aggregate amount of $17.7 million.

Share Capital

Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued.

Treasury Stock

Repurchase

During the year ended June 30, 2015, we repurchased 240,222 of our Common Shares, in the amount of $10.6 million for potential reissuance under our Long Term Incentive Plans (LTIP) or otherwise. (June 30, 2014—repurchased 25,760 Common Shares for $1.3 million, June 30, 2013—nil).

Reissuance

During the year ended June 30, 2015, we reissued 377,775 Common Shares, respectively, from treasury stock in connection with the settlement of awards granted under our LTIPs and other awards (June 30, 2014—484,238, June 30, 2013—365,232 Common Shares). For more details on this, see "Long Term Incentive Plans" below.

Option Plans

A summary of stock options outstanding under our various stock option plans is set forth below. All numbers shown in the chart below have been adjusted, where applicable, to account for the two-for-one stock splits that occurred on October 22, 2003 and February 18, 2014.



	1998 Stock Option Plan	2004 Stock Option Plan
Date of inception	Jun-98	Oct-04
Eligibility	Eligible employees and directors, as determined by the Board of Directors	Eligible employees and directors, as determined by the Board of Directors
Options granted to date	15,828,580	12,725,742
Options exercised to date	(10,694,360)	(5,710,107)
Options cancelled to date	(5,110,220)	(2,664,270)
Options outstanding	24,000	4,351,365
Termination grace periods	Immediately “for cause”; 90 days for any other reason; 180 days due to death	Immediately “for cause”; 90 days for any other reason; 180 days due to death
Vesting schedule	25% per year, unless other- wise specified	25% per year, unless other- wise specified
Exercise price range	$10.00 - $10.00	$13.85 - $57.29
Expiration dates	2/3/2016	11/5/2015 to 4/30/2022

The following table summarizes information regarding stock options outstanding at June 30, 2015:



					Options Outstanding				Options Exercisable
Range of Exercise Prices					Number of options Outstanding as of June 30, 2015	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Number of options Exercisable as of June 30, 2015	Weighted Average Exercise Price
$	10.00	-	$	26.22	560,550	2.59	$	22.57	449,300	$	21.83
26.37		-	29.64		256,773	4.41	27.88		90,979	28.01
30.18		-	30.18		665,123	3.60	30.18		345,123	30.18
31.76		-	49.04		440,079	4.50	37.65		144,832	38.40
50.08		-	50.08		1,123,000	5.46	50.08		279,250	50.08
51.16		-	55.65		1,166,010	6.50	53.88		—	—
57.29		-	57.29		163,830	6.19	57.29		—	—
$	10.00		$	57.29	4,375,365	4.96	$	42.26	1,309,484	$	32.32

Share-Based Payments

Total share-based compensation expense for the periods indicated below is detailed as follows:



	Year Ended June 30,
	2015		2014		2013
Stock options	$	12,193	$	7,883	$	5,751
Performance Share Units (issued under LTIP)	2,287		4,643		6,998
Restricted Share Units (issued under LTIP)	4,574		2,062		1,283
Restricted Share Units (fully vested)	—		3,300		—
Restricted Share Units (other)	955		470		549
Deferred Share Units (directors)	2,038		1,548		985
Restricted stock units (legacy Vignette employees)	—		—		9
Total share-based compensation expense	$	22,047	$	19,906	$	15,575

Summary of Outstanding Stock Options

As of June 30, 2015, options to purchase an aggregate of 4,375,365 Common Shares were outstanding and 3,020,168 Common Shares were available for issuance under our stock option plans. Our stock options generally vest over four years and expire between seven and ten years from the date of the grant. Currently we also have options outstanding that vest over five years, as well as options outstanding that vest based on meeting certain market conditions. The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date.

A summary of activity under our stock option plans for year ended June 30, 2015 and 2014 is as follows:



	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value ($’000s)
Outstanding at June 30, 2014	4,273,226		$	36.35
Granted	1,368,410		54.33
Exercised	(476,103	)	25.54
Forfeited or expired	(790,168	)	41.25
Outstanding at June 30, 2015	4,375,365		$	42.26	4.96	$	22,153
Exercisable at June 30, 2015	1,309,484		$	32.32	3.48	$	13,635



	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value ($’000s)
Outstanding at June 30, 2013	3,610,782		$	24.72
Granted	2,206,442		46.52
Exercised	(1,043,646	)	21.29
Forfeited or expired	(500,352	)	28.72
Outstanding at June 30, 2014	4,273,226		$	36.35	5.33	$	52,698
Exercisable at June 30, 2014	912,375		$	23.14	3.47	$	22,624

We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data.

We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards.

For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows:



	Year Ended June 30,
		2015			2014			2013
Weighted–average fair value of options granted		$	13.46		$	11.55		$	8.39
Weighted-average assumptions used:
Expected volatility		32		%	32		%	37		%
Risk–free interest rate		1.41		%	1.34		%	0.66		%
Expected dividend yield		1.23		%	1.32		%	0.31		%
Expected life (in years)		4.33			4.36			4.35
Forfeiture rate (based on historical rates)		5		%	5		%	5		%
Average exercise share price		$	54.33		$	46.52		$	28.15
Derived service period (in years)*		2.07			N/A			N/A

*Options valued using Monte Carlo Valuation Method

As of June 30, 2015, the total compensation cost related to the unvested stock option awards not yet recognized was approximately $34.5 million, which will be recognized over a weighted-average period of approximately 2.5 years.

No cash was used by us to settle equity instruments granted under share-based compensation arrangements.

We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented.

For the year ended June 30, 2015, cash in the amount of $12.2 million was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the year ended June 30, 2015 from the exercise of options eligible for a tax deduction was $1.0 million.

For the year ended June 30, 2014, cash in the amount of $22.2 million was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the year ended June 30, 2014 from the exercise of options eligible for a tax deduction was $1.8 million.

For the year ended June 30, 2013, cash in the amount of $14.2 million was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the year ended June 30, 2013 from the exercise of options eligible for a tax deduction was $1.3 million.

Long-Term Incentive Plans

We incentivize our executive officers, in part, with long term compensation pursuant to our LTIP. The LTIP is a rolling three year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the satisfaction of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. Target RSUs become vested when an eligible employee remains employed throughout the vesting period. LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants will be referred to in this Annual Report on Form 10-K/A based upon the year in which the grants are expected to vest.

Fiscal 2014 LTIP

Grants made in Fiscal 2012 under the LTIP (collectively referred to as Fiscal 2014 LTIP) took effect in Fiscal 2012 starting on February 3, 2012. Grants made under the Fiscal 2014 LTIP consisted of PSUs and the Performance Conditions for vesting relating to grants were based solely on market conditions. We met these performance conditions and settled Fiscal 2014 LTIP by issuing 355,553 Common Shares from our treasury stock in the three months ended December 31, 2014, with a cost of approximately $8.5 million.

Fiscal 2015 LTIP

Grants made in Fiscal 2013 under the LTIP (collectively referred to as Fiscal 2015 LTIP), took effect in Fiscal 2013 starting on November 2, 2012 for the RSUs and December 3, 2012 for the PSUs. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. RSUs granted are employee service-based awards and vest over the life of the Fiscal 2015 LTIP. We expect to settle the Fiscal 2015 LTIP awards in stock.

Fiscal 2016 LTIP

Grants made in Fiscal 2014 under the LTIP (collectively referred to as Fiscal 2016 LTIP) consisting of PSUs and RSUs, took effect in Fiscal 2014 starting on November 1, 2013. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. RSUs granted are employee service-based awards and vest over the life of the Fiscal 2016 LTIP. We expect to settle the Fiscal 2016 LTIP awards in stock.

Fiscal 2017 LTIP

Grants made in Fiscal 2015 under the LTIP (collectively referred to as Fiscal 2017 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2015 starting on September 4, 2014. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2017 LTIP. We expect to settle the Fiscal 2017 LTIP awards in stock.

PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with Topic 718. We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value.

As of June 30, 2015, the total expected compensation cost related to the unvested LTIP awards not yet recognized was $10.7 million, which is expected to be recognized over a weighted average period of 1.8 years.

Restricted Share Units (RSUs)

During the year ended June 30, 2015, we granted 45,000 RSUs to certain employees in accordance with their employment agreements. The RSUs will vest equally over three years from the respective date of grants. We expect to settle the awards in stock.

Deferred Stock Units (DSUs)

During the year ended June 30, 2015, we granted 38,052 DSUs to certain non-employee directors (June 30, 2014—42,298, June 30, 2013—40,048). The DSUs were issued under our Deferred Share Unit Plan. DSUs granted as compensation for directors fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board.

Employee Share Purchase Plan (ESPP)

During the year ended June 30, 2015, cash in the amount of approximately $3.1 million, was received from employees that will be used to purchase Common Shares in future periods (June 30, 2014—$2.6 million, June 30, 2013—$2.1 million).