Share-Based Compensation

6 Months Ended

Feb. 27, 2016

NOTE 4 – SHARE-BASED COMPENSATION

The cost of our share-based compensation plans is included in selling, general, and administrative expenses in the accompanying condensed consolidated income statements. The total cost of our share-based compensation plans was as follows for the periods presented (in thousands):



		Quarter Ended			Two Quarters Ended
		February 27,		February 28,		February 27,		February 28,
		2016		2015		2016		2015
Performance awards	$	966	$	476	$	1,591	$	775
Unvested share awards		113		100		225		175
Employee stock purchase plan		32		32		58		60
	$	1,111	$	608	$	1,874	$	1,010

During the quarter and two quarters ended February 27, 2016, we issued approximately 36,000 shares and 55,000 shares, respectively, of our common stock to employees and non-employee members of the Board of Directors for various share-based compensation awards. The following is a description of the developments in our share-based compensation plans during the quarter and two quarters ended February 27, 2016.

Performance Awards

On November 12, 2015, the Organization and Compensation Committee of the Board of Directors granted new performance-based equity awards for our executive officers and members of senior management. A total of 231,276 shares may be awarded to the participants based on six individual vesting conditions that are divided into two performance measures, trailing four-quarter adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) and increased sales of Organizational Development Suite (OD Suite) offerings as shown below. The OD Suite is defined as Leadership, Productivity, and Trust practice sales.



	Adjusted EBITDA				OD Suite Sales
	Award				Award
	Goal	Number of	Tranche		Goal	Number of	Tranche
	(thousands)	Shares	Status		(thousands)	Shares	Status
$	36,000	53,964	not vested	$	107,000	23,128	not vested
$	40,000	53,964	not vested	$	116,000	23,128	not vested
$	44,000	53,964	not vested	$	125,000	23,128	not vested
		161,892				69,384

These performance awards have a maximum life of six years and compensation expense is recognized as we determine it is probable that the shares will vest. Adjustments to compensation expense to reflect the timing of and the number of shares expected to be awarded will be made on a cumulative basis at the date of the adjustment.

Compensation expense recognized during the quarter and two quarters ended February 27, 2016 for performance awards includes expense related to awards granted in previous periods for which the performance targets are probable of being achieved.

Unvested Share Awards

Our annual unvested share awards granted to non-employee members of the Board of Directors is administered under the terms of the 2015 Omnibus Incentive Plan, and is designed to provide our non-employee directors, who are not eligible to participate in our employee stock purchase plan, an opportunity to obtain an interest in the Company through the acquisition of shares of our common stock. The annual unvested award is granted in January (following the annual shareholders’ meeting) of each year. For the fiscal 2016 award, each eligible director received a whole-share grant equal to $75,000 with a one-year vesting period. Our unvested share activity during the two quarters ended February 27, 2016 consisted of the following:



			Weighted-Average
			Grant Date
	Number of		Fair Value
	Shares		Per Share
Unvested stock awards at
August 31, 2015	24,210	$	18.59
Granted	25,032		17.98
Forfeited	-		-
Vested	(24,210)		18.59
Unvested stock awards at
February 27, 2016	25,032	$	17.98

At February 27, 2016 there was approximately $0.4 million of unrecognized compensation expense associated with the fiscal 2016 Board of Director unvested share award.

Employee Stock Purchase Plan

We have an employee stock purchase plan (ESPP) that offers qualified employees the opportunity to purchase shares of our common stock at a price equal to 85 percent of the average fair market value of our common stock on the last trading day of the calendar month in each fiscal quarter. During the quarter and two quarters ended February 27, 2016, we issued 11,266 shares and 22,291 shares of our common stock to participants in the ESPP.