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Share-Based Compensation | 12 Months Ended
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Dec. 28, 2013
Share-Based Compensation |
Share-Based Compensation | 12. Share-Based Compensation CRA recorded $2.9 million, $4.9 million, and $5.7 million of compensation expense for fiscal 2013, fiscal 2012, and fiscal 2011, respectively, for share-based awards consisting of stock options, shares of restricted stock and time-vesting restricted stock units issued to employees and directors based on their respective estimated grant date fair values. Compensation expense also includes performance-vesting restricted stock units issued to employees that are accounted for under variable accounting in accordance with ASC Topic 718. Compensation expense, net of tax, was $1.9 million, $3.0 million, and $3.5 million in fiscal 2013, fiscal 2012, and fiscal 2011, respectively, for share-based awards made to CRA's employees and directors consisting of stock options, shares of restricted stock, and time-vesting restricted stock units issued to employees and directors based on their respective estimated grant date fair values and for performance-vesting restricted stock units issued to employees that are accounted for under variable accounting. In addition, CRA recorded $87,000, $47,000, and $20,000 of share-based compensation expense, net of tax, during fiscal 2013, fiscal 2012, and fiscal 2011, respectively, for share-based awards consisting of stock options and shares of restricted stock issued to non-employees (other than directors). The weighted average fair market value using the Black-Scholes option-pricing model of the stock options granted in fiscal 2013, and fiscal 2011 was $7.77 and $10.01, respectively. There were no stock options granted during fiscal 2012. 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:
|  | 2013 |  | 2011 |
--- | --- | --- | --- | --- | ---
Risk-free interest rate |  |  | 1.4 | % |  | 1.0 | %
Expected volatility |  |  | 47 | % |  | 54 | %
Weighted average expected life (in years) |  |  | 5.00 |  |  | 5.00 |
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 CRA'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, restricted stock units, as well as an employee stock purchase plan, to provide incentives to its directors, employees and independent contractors. CRA's Amended and Restated 2006 Equity Incentive Plan, as amended (the "2006 Incentive Plan"), authorizes the grant of a variety of incentive and performance awards to CRA's 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. Each share of CRA's common stock issued pursuant to an award (other than a stock option) granted under the 2006 Incentive Plan on or after April 30, 2010 counts as 1.83 shares against the maximum number of shares issuable under the plan, as does any restricted stock unit or other performance award granted under the plan on or after April 30, 2010 to the extent that shares of CRA's common stock were or will be used for measurement purposes. This "fungibility ratio" with respect to shares of CRA's common stock issued pursuant to awards (other than stock options) granted under the plan, as well as restricted stock unit and other performance awards granted under the plan to the extent that shares of CRA's common stock are used for measurement purposes, was 2.2 for grants made on or after March 12, 2008 and before April 30, 2010 and 1.8 for grants made before March 12, 2008. The maximum number of shares issuable under the 2006 Incentive Plan is 4,874,000, consisting of (1) 500,000 shares initially reserved for issuance under the 2006 Incentive Plan, (2) 1,000,000 shares that either remained for future awards under our 1998 Incentive and Nonqualified Stock Option Plan (the "1998 Plan") on April 21, 2006, the date CRA's shareholders initially approved the 2006 Incentive Plan, or were subject to stock options issued under the 1998 Plan that were forfeited or terminated after April 21, 2006, (3) 210,000 shares approved by CRA's shareholders in 2008, (4) 1,464,000 shares approved by CRA's shareholders in 2010, and (5) the 1,700,000 shares that CRA has determined to use of the 2,500,000 shares approved by CRA's shareholders in 2012. During fiscal 2009, CRA 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-vesting restricted stock units. The program is designed to reward key employees and provide participants the opportunity to share in the long-term growth of CRA. CRA has granted options, restricted stock units, and performance-vesting restricted stock units under this program during fiscal 2009 through fiscal 2013, except fiscal 2012. 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 28, 2013:
|  | Actual Shares |  | Shares Using Fungibility Ratio |
--- | --- | --- | --- | --- | ---
Maximum shares of common stock issuable under the 2006 Incentive Plan |  |  |  |  |  | 4,874,000 |
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 |  |  | 352,932 |  |  | (776,450 | )
Restricted shares or units granted/reserved on or after April 30, 2010 |  |  | 1,196,776 |  |  | (2,190,100 | )
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 |  |  | 91,964 |  |  | 202,321 |
Cancellation of restricted shares or units on or after April 30, 2010 |  |  | 302,374 |  |  | 553,345 |
Options granted |  |  |  |  |  | (916,118 | )
Options cancelled |  |  |  |  |  | 183,208 |
Options forfeited |  |  |  |  |  | 10,000 |
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Shares available for grant under the 2006 Incentive Plan |  |  |  |  |  | 1,255,216 |
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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, stock options terminate 7 to 10 years after the date of grant. In addition, under CRA'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 stock options will be granted under the 2004 Nonqualified Inducement Stock Option Plan. Under CRA's 2009 Nonqualified Inducement Stock Option Plan, options to purchase 200,000 shares have been granted. There are a maximum of 250,000 shares available for issuance pursuant to stock option grants under the 2009 Nonqualified Inducement Stock Option Plan. There are an additional 50,000 stock options available for grant under this plan. Each stock option vests over four years, has a term of seven years, and an exercise price equal to $50.00 per share. 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 December 29, 2012 |  |  | 1,169,478 |  | $ | 32.33 |  |  |  |  |  |  |
Fiscal 2013: |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | 262,463 |  |  | 18.48 |  |  |  |  |  |  |
Exercised |  |  | (13,389 | ) |  | 15.44 |  |  |  |  |  |  |
Forfeited |  |  | (126,203 | ) |  | 24.84 |  |  |  |  |  |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding at December 28, 2013 |  |  | 1,292,349 |  |  | 30.43 |  |  | 3.38 |  | $ | 585 |
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Options exercisable at December 28, 2013 |  |  | 890,671 |  | $ | 35.28 |  |  | 2.15 |  | $ | — |
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The aggregate intrinsic value of stock options exercised in fiscal 2013, fiscal 2012, and fiscal 2011 was approximately $0.1 million, $0.4 million, and $0.6 million, respectively. The following table summarizes stock options outstanding and stock options exercisable as of December 28, 2013:
|  | Options Outstanding |  | Options Exercisable |
--- | --- | --- | --- | --- | ---
Range of Exercise Prices |  | Number Outstanding at December 28, 2013 |  | Weighted-Average Remaining Contractual Life (years) |  | Weighted-Average Exercise Price |  | Number Exercisable at December 28, 2013 |  | Weighted-Average Exercise Price |
$18.48 |  |  | 262,463 |  |  | 6.90 |  | $ | 18.48 |  |  | — |  | $ | — |
$18.49 - 22.81 |  |  | 350,385 |  |  | 4.39 |  | $ | 21.67 |  |  | 217,170 |  | $ | 21.62 |
$22.82 - 29.07 |  |  | 116,062 |  |  | 2.53 |  | $ | 25.05 |  |  | 110,062 |  | $ | 25.05 |
$29.08 - 32.09 |  |  | 53,502 |  |  | 0.35 |  | $ | 32.00 |  |  | 53,502 |  | $ | 32.00 |
$32.10 - 32.26 |  |  | 148,623 |  |  | 0.37 |  | $ | 32.26 |  |  | 148,623 |  | $ | 32.26 |
$32.27 - 48.85 |  |  | 70,250 |  |  | 1.41 |  | $ | 39.65 |  |  | 70,250 |  | $ | 39.65 |
$48.86 - 50.00 |  |  | 150,000 |  |  | 2.52 |  | $ | 50.00 |  |  | 150,000 |  | $ | 50.00 |
$50.01 - 53.72 |  |  | 141,064 |  |  | 1.20 |  | $ | 50.87 |  |  | 141,064 |  | $ | 50.87 |
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Total |  |  | 1,292,349 |  |  | 3.38 |  | $ | 30.43 |  |  | 890,671 |  | $ | 35.28 |
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The following table summarizes the status of CRA's non-vested stock options since December 29, 2012:
|  | Non-vested Options |
--- | --- | --- | ---
|  | Number of Shares |  | Weighted-Average Fair Value |
Non-vested at December 29, 2012 |  |  | 301,576 |  | $ | 8.89 |
Granted |  |  | 262,463 |  |  | 7.77 |
Vested |  |  | (148,616 | ) |  | 8.82 |
Forfeited |  |  | (13,745 | ) |  | 9.70 |
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Non-vested at December 28, 2013 |  |  | 401,678 |  | $ | 8.16 |
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The total fair value of stock options that vested during fiscal 2013, fiscal 2012, and fiscal 2011 was $1.3 million, $1.5 million, and $1.1 million, respectively. As of December 28, 2013, there was $3.0 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 2.9 years. CRA grants restricted stock and time-vesting restricted stock unit awards, which are subject to the execution of a restricted stock agreement or restricted stock unit agreement, as applicable. Generally, shares of restricted stock and time-vesting restricted stock units 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 time-vesting restricted stock unit awards as of December 28, 2013 was $4.7 million, which is expected to be recognized over a weighted-average period of 2.8 years. The following table summarizes the status of CRA's non-vested restricted stock and time-vesting restricted stock unit awards since December 29, 2012:
|  | Non-vested Restricted Stock and Stock Units |
--- | --- | --- | ---
|  | Number of Shares |  | Weighted-Average Fair Value |
Non-vested at December 29, 2012 |  |  | 299,133 |  | $ | 22.49 |
Granted |  |  | 155,403 |  |  | 18.50 |
Vested |  |  | (134,384 | ) |  | 22.73 |
Forfeited |  |  | (11,114 | ) |  | 22.14 |
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Non-vested at December 28, 2013 |  |  | 309,038 |  | $ | 20.39 |
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As of December 28, 2013, there were 175,277 vested shares outstanding that include a right of first refusal provision in favor of CRA. As of December 28, 2013, there were 236,062 stock options exercisable that include this right of first refusal provision. Performance share awards are valued based on the fair value of CRA's 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 28, 2013, up to approximately 219,000 shares will become issuable under performance share awards upon achievement of certain financial performance goals, including revenue and profits, for a measurement period falling within the first quarter of fiscal 2014 through the fourth quarter of fiscal 2015. CRA adopted its 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 2013, fiscal 2012, and fiscal 2011, 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 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 2: 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 Reference 3: 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 4: 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 5: 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 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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