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Share Based Compensation Plans
12 Months Ended
Dec. 31, 2020
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Abstract]  
Share Based Compensation Plans

NOTE 13. SHARE BASED COMPENSATION PLANS

Precision’s omnibus equity incentive plan (Omnibus Plan) allows the Corporation to settle short-term incentive awards (annual bonus) and long-term incentive awards (options, performance share units and restricted share units) issued on or after February 8, 2017 in voting shares of Precision (either issued from treasury or purchased in the open market), cash, or a combination of both. Precision intends to settle all short-term incentive, restricted share unit and performance share unit awards issued under the Omnibus Plan in cash and to settle options in voting shares.

Award unit and share option quantities and share option exercise prices have been retrospectively adjusted to reflect the 20:1 share consolidation as described in Note 17(c).

Liability Classified Plans

 

 

 

Restricted

Share Units

 

Performance

Share Units

 

Executive Performance Share Units

 

Non-

Management

Directors’ DSUs

 

Total

 

Balance, December 31, 2018

 

$

5,409

 

$

4,521

 

$

 

$

2,481

 

$

12,411

 

Expensed during the period

 

 

5,755

 

 

1,583

 

 

 

 

855

 

 

8,193

 

Payments

 

 

(3,846

)

 

(3,246

)

 

 

 

 

 

(7,092

)

Balance, December 31, 2019

 

 

7,318

 

 

2,858

 

 

 

 

3,336

 

 

13,512

 

Expensed during the period

 

 

3,119

 

 

2,787

 

 

 

 

(1,551

)

 

4,355

 

Reclassification from equity-settled plans

 

 

 

 

 

 

6,833

 

 

 

 

6,833

 

Payments

 

 

(3,813

)

 

(894

)

 

 

 

(176

)

 

(4,883

)

Balance, December 31, 2020

 

$

6,624

 

$

4,751

 

$

6,833

 

$

1,609

 

$

19,817

 

Current

 

 

4,212

 

 

1,120

 

 

2,978

 

 

 

 

8,310

 

Long-term

 

 

2,412

 

 

3,631

 

 

3,855

 

 

1,609

 

 

11,507

 

 

 

$

6,624

 

$

4,751

 

$

6,833

 

$

1,609

 

$

19,817

 

 

 

(a) Restricted Share Units and Performance Share Units

Precision has various cash-settled share based incentive plans for officers and other eligible employees. Under the Restricted Share Unit (RSU) incentive plan, shares granted to eligible employees vest annually over a three-year term. Vested shares are automatically paid out in cash at a value determined by the fair market value of the shares at the vesting date. Under the Performance Share Unit (PSU) incentive plan, shares granted to eligible employees vest at the end of a three-year term. Vested shares are automatically paid out in cash in the first quarter following the vested term at a value determined by the fair market value of the shares at the vesting date and based on the number of performance shares held multiplied by a performance factor that ranges from zero to two times. The performance factor is based on Precision’s share price performance compared to a peer group over the three-year period.

A summary of the RSUs and PSUs outstanding under these share based incentive plans is presented below:

 

 

 

RSUs

Outstanding

 

 

PSUs

Outstanding

 

December 31, 2018

 

 

202,796

 

 

 

227,150

 

Granted

 

 

209,368

 

 

 

101,945

 

Redeemed

 

 

(75,284

)

 

 

(66,138

)

Forfeited

 

 

(19,976

)

 

 

(96,189

)

December 31, 2019

 

 

316,904

 

 

 

166,768

 

Granted

 

 

363,253

 

 

 

502,558

 

Redeemed

 

 

(127,884

)

 

 

(39,028

)

Forfeited

 

 

(67,491

)

 

 

(64,919

)

December 31, 2020

 

 

484,782

 

 

 

565,379

 

 

 

(b) Executive Performance Share Units

Precision grants Executive PSUs to certain senior executives. Prior to the fourth quarter of 2020, units were granted with the intention of settling them in voting shares of the Corporation either issued from treasury or purchased in the open market. On December 31, 2020, pursuant to the Omnibus Plan, Precision changed its intention and anticipates settling the Executive PSUs in cash. Accordingly, $7 million of previously expensed share based compensation charges have been reclassified to a financial liability at December 31, 2020.

Executive PSUs vest over a three-year period and incorporate performance criteria established at the date of grant that can adjust the number of performance share units available for settlement from zero to two times the amount originally granted.

A summary of the activity under this share based incentive plan is presented below:

 

Executive Performance Share Units

 

Outstanding

 

December 31, 2018

 

 

159,553

 

Granted

 

 

210,580

 

Forfeited

 

 

(1,288

)

December 31, 2019

 

 

368,845

 

Redeemed

 

 

(57,442

)

Forfeited

 

 

(22,696

)

December 31, 2020

 

 

288,707

 

 

During the first quarter of 2020, pursuant to the omnibus equity incentive plan, Precision elected to cash-settle vested Executive PSUs. Precision reclassified $1 million of previously expensed share-based compensation charges to establish a financial liability that was subsequently settled during the quarter.

 

Included in net loss for the year ended December 31, 2020 is an expense of $15 million (2019 – $12 million).

(c) Non-Management Directors

Precision has a deferred share unit (DSU) plan for non-management directors whereby fully vested DSUs are granted quarterly based on an election by the non-management director to receive all or a portion of his or her compensation in DSUs. These DSUs are redeemable in cash or for an equal number of common shares upon the director’s retirement. The redemption of DSUs in cash or common shares is solely at Precision’s discretion. Non-management directors can receive a lump sum payment or two separate payments any time up until December 15 of the year following retirement. If the non-management director does not specify a redemption date, the DSUs will be redeemed on a single date six months after retirement. The cash settlement amount is based on the weighted average trading price for Precision’s shares on the Toronto Stock Exchange for the five days immediately prior to payout. A summary of the DSUs outstanding under this share based incentive plan is presented below:

 

Deferred Share Units

 

Outstanding

 

Balance December 31, 2018

 

 

52,682

 

Granted

 

 

36,931

 

Balance December 31, 2019

 

 

89,613

 

Redeemed

 

 

(12,039

)

Balance December 31, 2020

 

 

77,574

 

 

During the second quarter of 2020, Precision elected to settle the redemption of DSUs in common shares.

 

Equity Settled Plans

(d) Option Plan

Under this plan, the exercise price of each option equals the fair market value of the option at the date of grant determined by the weighted average trading price for the five days preceding the grant. The options are denominated in either Canadian or U.S. dollars, and vest over a period of three years from the date of grant, as employees render continuous service to the Corporation, and have a term of seven years.

A summary of the status of the equity incentive plan is presented below:  

 

Canadian Share Options

 

Options

Outstanding

 

 

Range of

Exercise Prices

 

Weighted

Average

Exercise Price

 

 

Options

Exercisable

 

December 31, 2018

 

 

236,658

 

 

$   87.00 – 286.20

 

$

155.56

 

 

 

189,324

 

Forfeited

 

 

(35,579

)

 

143.00 – 213.40

 

 

210.29

 

 

 

 

 

December 31, 2019

 

 

201,079

 

 

87.00 – 286.20

 

 

145.88

 

 

 

178,453

 

Forfeited

 

 

(52,414

)

 

87.00 – 203.00

 

 

165.79

 

 

 

 

 

December 31, 2020

 

 

148,665

 

 

$   87.00 – 286.20

 

$

138.86

 

 

 

141,156

 

 

U.S. Share Options

Options

Outstanding

 

 

Range of

Exercise Prices

(US$)

 

Weighted

Average

Exercise Price

(US$)

 

 

Options

Exercisable

 

December 31, 2018

 

303,293

 

 

$   64.20 – 214.80

 

$

103.47

 

 

 

161,204

 

Granted

 

29,965

 

 

51.20 –   51.20

 

 

51.20

 

 

 

 

 

Forfeited

 

(15,105

)

 

155.80 – 214.80

 

 

213.54

 

 

 

 

 

December 31, 2019

 

318,153

 

 

   51.20 – 183.60

 

 

93.32

 

 

 

217,441

 

Forfeited

 

(34,360

)

 

64.20 – 183.60

 

 

151.92

 

 

 

 

 

December 31, 2020

 

283,793

 

 

$   51.20 – 183.60

 

$

86.23

 

 

 

239,521

 

 

Canadian Share Options

 

Total Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices:

 

Number

 

 

Weighted

Average

Exercise Price

 

 

Weighted Average

Remaining

Contractual Life

(Years)

 

 

Number

 

 

Weighted

Average

Exercise Price

 

$        87.00 – 139.99

 

 

47,970

 

 

$

88.17

 

 

 

3.09

 

 

 

40,461

 

 

$

88.38

 

         140.00 – 279.99

 

 

99,710

 

 

 

161.80

 

 

 

1.19

 

 

 

99,710

 

 

 

161.80

 

         280.00 – 286.20

 

 

985

 

 

 

286.20

 

 

 

0.34

 

 

 

985

 

 

 

286.20

 

$        87.00 – 286.20

 

 

148,665

 

 

$

138.86

 

 

 

1.80

 

 

 

141,156

 

 

$

141.62

 

 

U.S. Share Options

 

Total Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices (US$):

 

Number

 

 

Weighted

Average

Exercise Price

(US$)

 

 

Weighted Average

Remaining

Contractual Life

(Years)

 

 

Number

 

 

Weighted

Average

Exercise Price

(US$)

 

$       51.20 – 79.99

 

 

176,603

 

 

$

64.01

 

 

 

3.49

 

 

 

132,331

 

 

$

65.04

 

          80.00 – 139.99

 

 

91,240

 

 

 

112.21

 

 

 

2.38

 

 

 

91,240

 

 

 

112.21

 

        140.00 – 183.60

 

 

15,950

 

 

 

183.60

 

 

 

0.12

 

 

 

15,950

 

 

 

183.60

 

$       51.20 – 183.60

 

 

283,793

 

 

$

86.23

 

 

 

2.94

 

 

 

239,521

 

 

$

90.90

 

 

No options were granted during 2020. The per option weighted average fair value of the share options granted during 2019 was $30.80 estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: average risk-free interest rate of 2.5%, average expected life of four years, expected forfeiture rate of 5% and expected volatility of 57%. Included in net loss for the year ended December 31, 2020 is an expense of $1 million (2019 – $2 million).

(e) Non-Management Directors

Prior to January 1, 2012, Precision had a deferred share unit plan for non-management directors. Under the plan, fully vested deferred share units were granted quarterly based on an election by the non-management director to receive all or a portion of his or her compensation in deferred share units. These deferred share units are redeemable into an equal number of common shares any time after the director’s retirement. A summary of this share based incentive plan is presented below:

 

Deferred Share Units

 

Outstanding

 

December 31, 2018 and 2019

 

 

4,659

 

Redeemed

 

 

(3,189

)

December 31, 2020

 

 

1,470