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Share Capital, Option Plans And Share-Based Payments | 3 Months Ended
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Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Share Capital, Option Plans And Share-Based Payments | SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS Cash Dividends For the three months ended September 30, 2015, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.2000 per Common Share, in the aggregate amount of $23.3 million, which we paid during the same period. For the three months ended September 30, 2014, pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.1725 per Common Share, in the aggregate amount of $21.0 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 three months ended September 30, 2015 and 2014, we did not repurchase any of our Common Shares for potential reissuance under our Long Term Incentive Plans (LTIP) or other plans. Reissuance During the three months ended September 30, 2015 and 2014, we did not reissue any Common Shares from treasury stock. Share Repurchase Plan On July 28, 2015, our Board of Directors authorized the repurchase of up to $200 million of Common Shares (Share Repurchase Plan). Shares may be repurchased from time to time in the open market, private purchases through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. During the three months ended September 30, 2015, we repurchased and cancelled approximately 1.1 million OpenText Common Shares for approximately $50.0 million under our Share Repurchase Plan (three months ended September 30, 2014—nil). Of the $50.0 million repurchased, $42.5 million was recorded to retained earnings to reflect the difference between the market price of Common Shares repurchased and its book value. As of September 30, 2015, approximately $150.0 million remained available for repurchase under the Share Repurchase Plan. Share-Based Payments Total share-based compensation expense for the periods indicated below is detailed as follows:
|  | Three Months Ended September 30,
|  | 2015 |  | 2014
Stock options |  | $ | 3,664 |  |  | $ | 2,569 |
Performance Share Units (issued under LTIP) |  | 620 |  |  | 591 |
Restricted Share Units (issued under LTIP) |  | 1,234 |  |  | 743 |
Restricted Share Units (other) |  | 381 |  |  | 75 |
Deferred Share Units (directors) |  | 634 |  |  | 471 |
Total share-based compensation expense |  | $ | 6,533 |  |  | $ | 4,449 |
Summary of Outstanding Stock Options As of September 30, 2015, options to purchase an aggregate of 4,437,690 Common Shares were outstanding and 2,812,143 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 three months ended September 30, 2015 is as follows:
| Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value ($’000s)
Outstanding at June 30, 2015 | 4,375,365 |  |  | $ | 42.26 |  |  |  |  |
Granted | 348,460 |  |  | 45.73 |  |  |  |  |
Exercised | (145,700 | ) |  | 29.27 |  |  |  |  |
Forfeited or expired | (140,435 | ) |  | 46.59 |  |  |  |  |
Outstanding at September 30, 2015 | 4,437,690 |  |  | $ | 42.82 |  |  | 4.99 |  | $ | 27,343 |
Exercisable at September 30, 2015 | 1,308,414 |  |  | $ | 33.81 |  |  | 3.71 |  | $ | 16,793 |
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:
| Three Months Ended September 30,
|  | 2015 |  | 2014
Weighted–average fair value of options granted |  | $ | 11.23 |  |  | $ | 14.30 |
Weighted-average assumptions used: |  |  |  |
Expected volatility |  | 33 | % |  | 32 | %
Risk–free interest rate |  | 1.48 | % |  | 1.51 | %
Expected dividend yield |  | 1.63 | % |  | 1.15 | %
Expected life (in years) |  | 4.33 |  |  | 4.34 |
Forfeiture rate (based on historical rates) |  | 5 | % |  | 5 | %
Average exercise share price |  | $ | 45.73 |  |  | $ | 56.33 |
As of September 30, 2015, the total compensation cost related to the unvested stock option awards not yet recognized was approximately $33.2 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 three months ended September 30, 2015, cash in the amount of $4.3 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 three months ended September 30, 2015 from the exercise of options eligible for a tax deduction was $0.2 million. For the three months ended September 30, 2014, cash in the amount of $6.3 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 three months ended September 30, 2014 from the exercise of options eligible for a tax deduction was $0.5 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 Quarterly Report on Form 10-Q based upon the year in which the grants are expected to vest. 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. Awards under the Fiscal 2015 LTIP will be issued in the second quarter of Fiscal 2016 in accordance with our insider trading policy, which states in part, that stock awards may not be issued while a "trading window" is closed. 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. Fiscal 2018 LTIP Grants made in Fiscal 2016 under the LTIP (collectively referred to as Fiscal 2018 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2016 starting on August 23, 2015. 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 2018 LTIP. We expect to settle the Fiscal 2018 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 September 30, 2015, the total expected compensation cost related to the unvested LTIP awards not yet recognized was $20.6 million, which is expected to be recognized over a weighted average period of 2.3 years. Restricted Share Units (RSUs) During the three months ended September 30, 2015, we did not grant any RSUs to employees in accordance with employment agreements (three months ended September 30, 2014—12,500). 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 three months ended September 30, 2015, we granted 556 DSUs to certain non-employee directors (three months ended September 30, 2014—398). 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 three months ended September 30, 2015, cash in the amount of approximately $1.0 million, was received from employees that will be used to purchase Common Shares in future periods (three months ended September 30, 2014—$0.8 million). We recently implemented a number of amendments to our ESPP, including increasing the purchase price discount from 5% to 15% and permitting Common Shares to be purchased on the open market by the trustee of a trust, or by an agent or broker designated by an administrator, and transferred to eligible employees under the ESPP, as an alternative to the issuance of Common Shares from treasury (the Amendments). The Amendments were subsequently approved by shareholders at the annual and special meeting held on October 2, 2015, and will apply to purchase periods commencing on or after January 1, 2016 unless otherwise determined by our Board of Directors or the compensation committee of the Board.

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- Definition The entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income, and compensation-related costs for equity-based compensation. Includes, but is not limited to, disclosure of policies, compensation plan details, equity-based arrangements to obtain goods and services, deferred compensation arrangements, and employee stock purchase plan details. + References No definition available. + Details
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