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Employee Stock Plans | 12 Months Ended
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Apr. 30, 2011
Employee Stock Plans [Abstract] |
Employee Stock Plans |
4. | Employee Stock Plans
Stock-Based Compensation The following table summarizes the components of stock-based compensation expense recognized in the Company’s consolidated statements of operations for the periods indicated:
|  | Year Ended April 30, |
|  | 2011 |  |  | 2010 |  |  | 2009 |
|  | (In thousands) |
Restricted stock |  | $ | 14,090 |  |  | $ | 16,470 |  |  | $ | 15,633 |
Stock options and SARs |  |  | 1,028 |  |  |  | 853 |  |  |  | 210 |
ESPP |  |  | 429 |  |  |  | 406 |  |  |  | 458 |
Total stock-based compensation expense, pre-tax |  |  | 15,547 |  |  |  | 17,729 |  |  |  | 16,301 |
Tax benefit from stock-based compensation expense |  |  | (5,675 | ) |  |  | (6,471 | ) |  |  | (5,950 | )
Total stock-based compensation expense, net of tax |  | $ | 9,872 |  |  | $ | 11,258 |  |  | $ | 10,351 |
The Company uses the Black-Scholes option valuation model to estimate the grant date fair value of employee stock options. The expected volatility reflects consideration of the historical volatility in the Company’s publicly traded instruments during the period the option is granted. The Company believes historical volatility in these instruments is more indicative of expected future volatility than the implied volatility in the price of the Company’s common stock. The expected life of each option is estimated using historical data. The risk-free interest rate is based on the U.S. Treasury zero-coupon issue with a remaining term approximating the expected term of the option. The Company uses historical data to estimate forfeiture rates applied to the gross amount of expense determined using the option valuation model. The weighted-average assumptions used to estimate the fair value of each employee stock option and SARs were as follows:
|  | Year Ended April 30,
|  | 2011 |  | 2010 |  | 2009
Expected volatility |  |  | 47.67 | % |  |  | 48.91 | % |  |  | 44.11 | %
Risk-free interest rate |  |  | 1.83 | % |  |  | 2.53 | % |  |  | 3.27 | %
Expected option life (in years) |  |  | 5.00 |  |  |  | 5.00 |  |  |  | 4.25 |
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options. The assumptions used in option valuation models are highly subjective, particularly the expected stock price volatility of the underlying stock. Stock Incentive Plans The Korn/Ferry International 2008 Stock Incentive Plan, as amended (the “2008 Plan”) made available an additional 2,360,000 shares of the Company’s common stock for stock-based compensation awards. The 2008 Plan, provides for the grant of awards to eligible participants, designated as either nonqualified or incentive stock options, SARs, restricted stock and restricted stock units, any of which may be performance-based, and incentive bonuses, which may be paid in cash or a combination thereof. The maximum number of shares of common stock available for stock option issuance under the 2008 plan is 3,980,000 shares, subject to adjustment for certain changes in the Company’s capital structure and other extraordinary events. Options granted to officers, non-employee directors and other key employees generally vest over a three to four year period and generally expire seven to ten years from the date of grant. Stock options are granted at a price equal to the fair market value of the common stock on the date of grant. Key employees are eligible to receive a grant of stock options annually with the number of options determined by the employee’s performance level. In addition, certain key management members typically receive stock option grants upon commencement of employment. Stock Option and SARs Stock options and SAR transactions under the Company’s stock incentive plans were as follows:
|  | April 30, |
|  | 2011 |  |  | 2010 |  |  | 2009 |
|  |  |  |  | Weighted- |  |  |  |  |  | Weighted- |  |  |  |  |  | Weighted- |
|  |  |  |  | Average |  |  |  |  |  | Average |  |  |  |  |  | Average |
|  |  |  |  | Exercise |  |  |  |  |  | Exercise |  |  |  |  |  | Exercise |
|  | Options |  |  | Price |  |  | Options |  |  | Price |  |  | Options |  |  | Price |
|  | (In thousands, except per share data) |
Outstanding, beginning of year |  |  | 2,723 |  |  | $ | 14.72 |  |  |  | 3,113 |  |  | $ | 14.83 |  |  |  | 3,564 |  |  | $ | 14.79 |
Granted |  |  | 211 |  |  | $ | 13.97 |  |  |  | 621 |  |  | $ | 11.26 |  |  |  | 6 |  |  | $ | 14.54 |
Exercised |  |  | (625 | ) |  | $ | 12.81 |  |  |  | (531 | ) |  | $ | 8.21 |  |  |  | (127 | ) |  | $ | 8.91 |
Forfeited/expired |  |  | (476 | ) |  | $ | 20.55 |  |  |  | (480 | ) |  | $ | 18.14 |  |  |  | (330 | ) |  | $ | 16.61 |
Outstanding, end of year |  |  | 1,833 |  |  | $ | 13.78 |  |  |  | 2,723 |  |  | $ | 14.72 |  |  |  | 3,113 |  |  | $ | 14.83 |
Exercisable, end of year |  |  | 1,219 |  |  | $ | 14.64 |  |  |  | 2,142 |  |  | $ | 15.68 |  |  |  | 3,042 |  |  | $ | 14.74 |
As of April 30, 2011, the aggregate intrinsic value of options outstanding and options exercisable were $12.7 million and $7.4 million, respectively. Included in the table above are 17,303 SARs outstanding and exercisable as of April 30, 2011 with a weighted-average exercise price of $9.46. As of April 30, 2011, there was $2.5 million of total unrecognized compensation cost related to non-vested awards of stock options and SARs. That cost is expected to be recognized over a weighted-average period of 1.4 years. For stock option awards subject to graded vesting, the Company recognizes the total compensation cost on a straight-line basis over the service period for the entire award. Outstanding stock options and SARs are summarized below:
|  | April 30, 2011 |
|  | Options Outstanding |  |  | Options Exercisable |
|  |  |  |  | Weighted- |  |  |  |  |  |  |  |  | Weighted- |  |  |  |
|  |  |  |  | Average |  |  |  |  |  |  |  |  | Average |  |  |  |
|  |  |  |  | Remaining |  |  | Weighted- |  |  |  |  |  | Remaining |  |  | Weighted- |
|  |  |  |  | Contractual |  |  | Average |  |  |  |  |  | Contractual |  |  | Average |
|  |  |  |  | Life |  |  | Exercise |  |  |  |  |  | Life |  |  | Exercise |
Range of Exercise Prices |  | Shares |  |  | (In years) |  |  | Price |  |  | Shares |  |  | (In years) |  |  | Price |
|  | (In thousands, except per share data) |
$ 6.26 - $ 9.55 |  |  | 365 |  |  |  | 1.8 |  |  | $ | 7.87 |  |  |  | 365 |  |  |  | 1.8 |  |  | $ | 7.87 |
$ 9.56 - $13.82 |  |  | 455 |  |  |  | 5.0 |  |  | $ | 10.32 |  |  |  | 108 |  |  |  | 4.4 |  |  | $ | 10.61 |
$13.83 - $17.97 |  |  | 607 |  |  |  | 4.6 |  |  | $ | 16.06 |  |  |  | 352 |  |  |  | 3.5 |  |  | $ | 17.35 |
$17.98 - $24.08 |  |  | 406 |  |  |  | 3.6 |  |  | $ | 19.55 |  |  |  | 394 |  |  |  | 3.5 |  |  | $ | 19.59 |
|  |  | 1,833 |  |  |  | 3.9 |  |  | $ | 13.78 |  |  |  | 1,219 |  |  |  | 3.1 |  |  | $ | 14.64 |
Additional information pertaining to stock options and SARs:
|  | Year Ended April 30,
|  | 2011 |  | 2010 |  | 2009
|  | (In thousands, except per share data)
Weighted-average fair value per share of stock options granted |  | $ | 6.07 |  |  | $ | 5.07 |  |  | $ | 5.77 |
Total fair value of stock options and SARs vested |  | $ | 747 |  |  | $ | 612 |  |  | $ | 1,986 |
Total intrinsic value of stock options exercised |  | $ | 5,164 |  |  | $ | 2,631 |  |  | $ | 640 |
Total intrinsic value of SARs paid |  | $ | 178 |  |  | $ | 75 |  |  | $ | — |
Restricted Stock The Company grants time-based restricted stock to executive officers and other senior employees generally vesting over a three to four year period. Time-based restricted stock is granted at a price equal to fair value, which is determined based on the closing price of the Company’s common stock on the grant date. The Company also grants performance-based restricted stock to executive officers and other senior employees, which vest after three years if the Company meets a specific target relative to other companies in its selected peer group. The fair value of these performance-based restricted stock awards was determined by a third-party valuation using extensive market data. Employees may receive restricted stock annually in conjunction with the Company’s performance review as well as upon commencement of employment. Restricted stock activity is summarized below:
|  | April 30, |
|  | 2011 |  |  | 2010 |  |  | 2009 |
|  |  |  |  | Weighted- |  |  |  |  |  | Weighted- |  |  |  |  |  | Weighted- |
|  |  |  |  | Average |  |  |  |  |  | Average |  |  |  |  |  | Average |
|  |  |  |  | Grant Date |  |  |  |  |  | Grant Date |  |  |  |  |  | Grant Date |
|  | Shares |  |  | Fair Value |  |  | Shares |  |  | Fair Value |  |  | Shares |  |  | Fair Value |
|  | (In thousands, except per share data) |
Non-vested, beginning of year |  |  | 2,480 |  |  | $ | 9.93 |  |  |  | 2,387 |  |  | $ | 15.50 |  |  |  | 1,952 |  |  | $ | 22.01 |
Granted |  |  | 562 |  |  | $ | 15.12 |  |  |  | 1,017 |  |  | $ | 10.57 |  |  |  | 1,288 |  |  | $ | 17.57 |
Vested |  |  | (920 | ) |  | $ | 15.32 |  |  |  | (754 | ) |  | $ | 20.43 |  |  |  | (602 | ) |  | $ | 21.25 |
Forfeited/expired |  |  | (115 | ) |  | $ | 14.83 |  |  |  | (170 | ) |  | $ | 17.91 |  |  |  | (251 | ) |  | $ | 19.67 |
Non-vested, end of year |  |  | 2,007 |  |  | $ | 8.64 |  |  |  | 2,480 |  |  | $ | 9.93 |  |  |  | 2,387 |  |  | $ | 15.50 |
As of April 30, 2011, there was $17.3 million of total unrecognized compensation cost related to non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of 2.9 years. For restricted stock awards subject to graded vesting, the Company recognizes the total compensation cost on a straight-line basis over the service period for the entire award. During fiscal 2011 and 2010, 211,315 shares and 151,864 shares of restricted stock totaling $3.2 million and $1.8 million, respectively, were repurchased by the Company, at the option of the employee, to pay for taxes related to vesting of restricted stock. Employee Stock Purchase Plan The Company has an ESPP that, in accordance with Section 423 of the Internal Revenue Code, allows eligible employees to authorize payroll deductions of up to 15% of their salary, or $25,000 annually, to purchase shares of the Company’s common stock at 85% of the fair market price of the common stock on the last day of the enrollment period. The maximum number of shares of common stock reserved for ESPP issuance is 1.5 million shares, subject to adjustment for certain changes in the Company’s capital structure and other extraordinary events. During fiscal 2011, 2010 and 2009, employees purchased 153,913 shares at $14.13 per share, 209,840 shares at $10.66 per share and 209,510 shares at $11.78 per share, respectively. At April 30, 2011, the ESPP had approximately 0.2 million shares available for future issuance.

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- Definition Disclosure of compensation-related costs for share-based compensation which may include disclosure of policies, compensation plan details, allocation of stock compensation, incentive distributions, share-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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