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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2011
Share-Based Compensation |
Share-Based Compensation |
12. Share-Based Compensation CRA recorded $5.7 million, $0.8 million, $6.5 million, and $6.6 million of compensation expense for fiscal 2011, the five-week transition period ended January 1, 2011, fiscal 2010, and fiscal 2009, respectively, for share-based payment awards consisting of stock options and restricted stock awards and restricted stock units issued to employees based on the estimated grant date fair values. Compensation expense also includes performance-based restricted stock units awarded to employees that are accounted for under variable accounting in accordance with ASC Topic 718. Compensation expense, net of tax, was $3.5 million, $0.5 million, $3.9 million, and $4.0 million in fiscal 2011, the five-week transition period ended January 1, 2011, fiscal 2010, and fiscal 2009, respectively, for share-based payment awards made to the Company's employees and directors consisting of stock options, restricted stock awards, and restricted stock units issued based on the estimated grant date fair values and for performance-based restricted stock units awarded to employees that are accounted for under variable accounting. In addition, the Company recorded $34,000, $11,000, $0.1 million, and $0.2 million of share-based compensation expense during fiscal 2011, the five-week transition period ended January 1, 2011, fiscal 2010, and fiscal 2009, respectively, for share-based payment awards consisting of stock options and restricted share awards issued to non-employees. The weighted average fair market value using the Black-Scholes option-pricing model of the options granted was $10.01, $9.21, and $7.78 for fiscal 2011, fiscal 2010, and fiscal 2009, respectively. There were no options granted during the transition period. The fair market value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:
|  | Fiscal Year |
--- | --- | --- | ---
|  | 2011 |  | 2010 |  | 2009 |
Risk-free interest rate |  |  | 1.0 | % |  | 1.2 | % |  | 2.1 | %
Expected volatility |  |  | 54 | % |  | 51 | % |  | 48 | %
Weighted average expected life (in years) |  |  | 5.00 |  |  | 5.00 |  |  | 4.50 |
Expected dividends |  |  | — |  |  | — |  |  | — |
The risk-free interest rate is based on U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. Expected volatility and expected life are based on the Company's historical experience. Expected dividend yield was not considered in the option-pricing formula because CRA does not pay dividends and has no current plans to do so in the future. The forfeiture rate used was based upon historical experience. CRA may adjust the estimated forfeiture rate based upon actual experience. CRA maintains share-based compensation plans that use restricted stock, stock options and an employee stock purchase plan to provide incentives to its directors, employees and independent contractors. CRA's Amended and Restated 2006 Equity Incentive Plan (the "2006 Incentive Plan") authorizes the grant of a variety of incentive and performance awards to its directors, employees and independent contractors, including incentive stock options, nonqualified stock options, restricted stock awards, restricted stock unit awards, performance awards and other share-based awards. The "fungibility ratio," the rate at which each share of CRA's common stock that is underlying any award other than a stock option counts against the maximum number of shares issuable under the 2006 Incentive Plan, increased from 1.8 to 2.2 during fiscal 2008 and decreased from 2.2 to 1.83 in fiscal 2010. The grant of restricted share and restricted stock unit awards through March 12, 2008 counted as the grant of 1.8 shares of common stock available under the plan for each share of common stock subject to the award, the grant of restricted share and restricted stock unit awards from March 12, 2008 to April 29, 2010 counted as the grant of 2.2 shares of common stock available under the plan for each share of common stock subject to the award, and restricted share and restricted stock unit awards granted on or after April 30, 2010 count as a grant of 1.83 shares of common stock available under the plan for each share of common stock subject to the award. A maximum of 2,832,333 shares of common stock are issuable under the 2006 Incentive Plan, which includes 658,333 shares that remained available for future awards under the Company's 1998 Incentive and Nonqualified Stock Option Plan (the "1998 Plan") as of April 21, 2006 and 341,667 shares related to stock options that have been issued under the 1998 Plan that were forfeited or terminated after April 21, 2006. During fiscal 2009, the Company implemented a long-term incentive program ("LTIP") for certain key employees. Under this program, participants may receive a mixture of stock options, restricted stock units, and performance-based restricted stock units. The program is designed to reward key employees and provide participants the opportunity to share in the long-term growth of the Company. During fiscal 2011, fiscal 2010 and fiscal 2009, the Company granted options, restricted stock units, and performance-based restricted stock units under this program. The awards were granted under the 2006 Incentive Plan and are included in the discussion below. The following is a rollforward of the maximum number of shares issuable under the 2006 Incentive Plan as of December 31, 2011:
|  | Actual Shares |  | Shares Using Fungibility Ratio |
--- | --- | --- | --- | --- | ---
Maximum shares of common stock issuable under the 2006 Incentive Plan |  |  |  |  |  | 2,832,333 |
Restricted shares or units granted/reserved through March 12, 2008 |  |  | 471,827 |  |  | (849,289 | )
Restricted shares or units granted/reserved from March 12, 2008 to April 29, 2010 |  |  | 347,704 |  |  | (764,949 | )
Restricted shares or units granted/reserved on or after April 30, 2010 |  |  | 651,663 |  |  | (1,192,542 | )
Cancellation of restricted shares or units through March 12, 2008 |  |  | 91,277 |  |  | 164,299 |
Cancellation of restricted shares or units from March 12, 2008 to April 29, 2010 |  |  | 16,557 |  |  | 36,425 |
Cancellation of restricted shares or units on or after April 30, 2010 |  |  | 10,634 |  |  | 19,460 |
Options granted |  |  |  |  |  | (653,655 | )
Options cancelled |  |  |  |  |  | 549,710 |
Options forfeited |  |  |  |  |  | 10,000 |
Shares available for grant under the 2006 Incentive Plan |  |  |  |  |  | 151,792 |
Under the 1998 Plan, 3,839,216 options to purchase shares have been granted. With the adoption of the 2006 Incentive Plan, no new options will be granted under the 1998 Plan. Under the terms of the 1998 Plan, options have been granted at an exercise price equal to the fair market value of the shares of common stock at the date of grant. Vesting terms were determined at the discretion of the Board of Directors and generally range from immediate vesting to vesting at various rates up to five years. In general, options terminate 10 years after the date of grant. In addition, under the Company's 2004 Nonqualified Inducement Stock Option Plan, options to purchase 359,420 shares have been granted. With the adoption of the 2006 Incentive Plan, no new options will be granted under the 2004 Nonqualified Inducement Stock Option Plan. During fiscal 2009, the Company adopted the 2009 Nonqualified Inducement Stock Option Plan. There are 250,000 shares available for issuance pursuant to stock option grants under the 2009 Nonqualified Inducement Stock Option Plan. During fiscal 2009, options to purchase 200,000 shares were granted. Each option vests over four years, has a term of seven years, and an exercise price equal to $50.00 per share. There are an additional 50,000 options available for grant under this plan. A summary of option activity from all plans is as follows:
|  | Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term |  | Aggregate Intrinsic Value |
--- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  |  |  |  |  |  |  | (in thousands) |
Outstanding at January 1, 2011 |  |  | 1,259,763 |  | $ | 33.67 |  |  |  |  |  |  |
Fiscal 2011: |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | 216,400 |  |  | 22.06 |  |  |  |  |  |  |
Exercised |  |  | (47,009 | ) |  | 13.18 |  |  |  |  |  |  |
Forfeited |  |  | (113,687 | ) |  | 41.48 |  |  |  |  |  |  |
Outstanding at December 31, 2011 |  |  | 1,315,467 |  |  | 31.82 |  |  | 4.09 |  | $ | 328 |
Options exercisable at December 31, 2011 |  |  | 815,602 |  | $ | 34.76 |  |  | 2.96 |  | $ | 328 |
The aggregate intrinsic value of stock options exercised was approximately $0.6 million, $0.5 million, and $26,000 for fiscal 2011, fiscal 2010, and fiscal 2009, respectively. There were no options exercised during the five-week transition period ended January 1, 2011. The following table summarizes options outstanding and options exercisable as of December 31, 2011:
|  | Options Outstanding |  | Options Exercisable |
--- | --- | --- | --- | --- | ---
Range of Exercise Prices |  | Number Outstanding at December 31, 2011 |  | Weighted-Average Remaining Contractual Life (years) |  | Weighted-Average Exercise Price |  | Number Exercisable at December 31, 2011 |  | Weighted-Average Exercise Price |
$10.86 - 20.75 |  |  | 65,007 |  |  | 0.94 |  | $ | 14.50 |  |  | 62,207 |  | $ | 14.22 |
$20.76 - 24.11 |  |  | 576,490 |  |  | 5.41 |  | $ | 22.26 |  |  | 178,925 |  | $ | 22.80 |
$24.12 - 29.06 |  |  | 10,000 |  |  | 6.38 |  | $ | 25.08 |  |  | — |  |  | — |
$29.07 - 32.09 |  |  | 76,284 |  |  | 2.33 |  | $ | 31.24 |  |  | 76,284 |  | $ | 31.24 |
$32.10 - 32.26 |  |  | 174,622 |  |  | 2.36 |  | $ | 32.26 |  |  | 174,622 |  | $ | 32.26 |
$32.27 - 48.85 |  |  | 88,250 |  |  | 3.22 |  | $ | 39.07 |  |  | 86,250 |  | $ | 39.19 |
$48.86 - 50.00 |  |  | 175,000 |  |  | 4.50 |  | $ | 50.00 |  |  | 87,500 |  | $ | 50.00 |
$50.01 - 53.72 |  |  | 149,814 |  |  | 3.19 |  | $ | 50.84 |  |  | 149,814 |  | $ | 50.84 |
Total |  |  | 1,315,467 |  |  | 4.09 |  | $ | 31.82 |  |  | 815,602 |  | $ | 34.76 |
The following table summarizes the status of CRA's non-vested stock options since January 1, 2011:
|  | Non-vested Options |
--- | --- | --- | ---
|  | Number of Shares |  | Weighted-Average Fair Value |
Non-vested at January 1, 2011 |  |  | 435,923 |  | $ | 8.25 |
Granted |  |  | 216,400 |  |  | 10.01 |
Vested |  |  | (121,785 | ) |  | 8.68 |
Forfeited |  |  | (30,673 | ) |  | 8.08 |
Non-vested at December 31, 2011 |  |  | 499,865 |  | $ | 8.92 |
The total fair value of options that vested during fiscal 2011, the five-week transition period ended January 1, 2011, fiscal 2010, and fiscal 2009 was $1.1 million, $2,250, $0.9 million, and $1.1 million, respectively. As of December 31, 2011, there was $3.9 million of total unrecognized compensation cost, net of expected forfeitures, related to non-vested stock options granted. That cost is expected to be recognized over a weighted-average period of 3.1 years. CRA grants restricted stock awards, which are subject to the execution of a restricted stock agreement. Generally, these shares will vest in four equal annual installments beginning on the first anniversary of the date of grant. Total unrecognized compensation cost, net of expected forfeitures, related to restricted stock and stock unit awards as of December 31, 2011 was $5.9 million, which is expected to be recognized over a weighted-average period of 2.7 years. The following table summarizes the status of CRA's non-vested restricted stock and stock unit awards since November 27, 2010:
|  | Non-vested Restricted Stock and Stock Units |
--- | --- | --- | ---
|  | Number of Shares |  | Weighted-Average Fair Value |
Non-vested at November 27, 2010 |  |  | 435,474 |  | $ | 28.78 |
Forfeited |  |  | (5,382 | ) |  | 28.59 |
Non-vested at January 1, 2011 |  |  | 430,092 |  | $ | 28.78 |
Granted |  |  | 130,780 |  |  | 20.73 |
Vested |  |  | (164,086 | ) |  | 32.69 |
Forfeited |  |  | (13,701 | ) |  | 31.87 |
Non-vested at December 31, 2011 |  |  | 383,085 |  | $ | 24.23 |
As of December 31, 2011, there were 109,091 vested shares outstanding that include the right of first refusal provision. As of December 31, 2011, there were 130,542 options exercisable that include the right of first refusal provision. As of December 31, 2011, approximately 122,000 performance-based awards were earned upon the achievement of certain financial performance goals for fiscal 2011, and which will be distributed in fiscal 2012, subject to the approval of the Company's Compensation Committee of its Board of Directors. Upon such approval, approximately 25% of such shares are expected to vest, with the remaining shares expected to vest equally on November 8, 2012, November 8, 2013, and November 8, 2014. Performance share awards are valued at the fair value of CRA stock as of the grant date and expense is recognized based on the number of shares expected to vest under the terms of the award under which they are granted. As of December 31, 2011, approximately 172,000 shares will become issuable only upon achievement of certain financial performance goals, including revenue and profits, for a measurement period falling within the first quarter of fiscal 2012 through the fourth quarter of fiscal 2013. Additionally, up to approximately 132,000 shares will become issuable only upon achievement of certain financial performance goals, including revenue and profits, for a measurement period falling within the fourth quarter of fiscal 2009 through the third quarter of fiscal 2013. The Company also has outstanding commitments to make additional equity grants to certain employees of up to an aggregate of approximately $117,000 of shares if performance factors contained in their offer letters are met by the third quarter of fiscal 2012. The Company has adopted the 1998 Employee Stock Purchase Plan. The Stock Purchase Plan authorizes the issuance of up to an aggregate of 243,000 shares of common stock to participating employees at a purchase price equal to 85% of fair market value on either the first or the last day of the one-year offering period under the Stock Purchase Plan. In fiscal 2011, the five-week period ended January 1, 2011, fiscal 2010, and fiscal 2009, there were no offering periods under the Stock Purchase Plan and no shares were issued.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-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 Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 + Details
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