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SHARE-BASED COMPENSATION | 3 Months Ended
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Aug. 31, 2015
SHARE-BASED COMPENSATION | 11. SHARE-BASED COMPENSATION We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors (the “Board”) may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. At August 31, 2015, there were approximately 0.8 million stock options, restricted stock units and performance awards outstanding to officers, directors and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans are generally determined by the Compensation Committee of our Board at the time of grant and may vary. Our share-based payments consist primarily of stock units, performance awards, common stock and stock options. The governance of our share-based compensation does not directly limit the number of future awards. However, the total number of shares ultimately issued may not exceed the total number of shares cumulatively authorized, which is 7,120,000 at August 31, 2015. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock. Compensation expense related to share-based compensation totaled $1.2 million and $1.0 million for the three months ended August 31, 2015 and 2014, respectively. At August 31, 2015, $9.3 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 2.5 years. The tax benefit derived when share-based awards result in a tax deduction for the company was zero and $0.9 million for the three months ended August 31, 2015 and 2014, respectively. Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over two to four years and the expense associated with the units is recognized over the same vesting period. We also grant common stock to our directors which typically vest immediately. Compensation expense related to stock units and director stock grants totaled $1.0 million and $0.8 million for the three months ended August 31, 2015 and 2014, respectively. Transactions involving our stock units and director stock grants during the three months ended August 31, 2015 and 2014 are summarized below:
|  | Three Months Ended August 31, 2015 |  |  | Three Months Ended August 31, 2014 |
|  | (unaudited) |  |  | (unaudited) |
|  | No. of Stock Units |  |  | Weighted Average Fair Value |  |  | No. of Stock Units |  |  | Weighted Average Fair Value |
|  | (in thousands) |  |  |  |  |  | (in thousands) |  |  |  |
Stock and stock units, beginning of period |  |  | 304 |  |  | $ | 36.23 |  |  |  | 310 |  |  | $ | 31.42 |
Changes during the period: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | 16 |  |  | $ | 44.47 |  |  |  | 2 |  |  | $ | 40.85 |
Vested and settled |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Cancelled |  |  | (1 | ) |  | $ | 38.30 |  |  |  | (7 | ) |  | $ | 31.23 |
Stock and stock units, end of period |  |  | 319 |  |  | $ | 36.64 |  |  |  | 305 |  |  | $ | 31.50 |
Under a new performance stock unit award program adopted in fiscal year 2015, Long-Term Performance Stock Unit (“LTPSU”) awards granted to our Executive Officers are subject to a three year performance period and a concurrent three year service period. Under this program, the Company communicates “target awards” to the Executive Officers at the beginning of a performance period. The performance target is based on results of operations over the three year performance period with possible payouts ranging from 0% to 300% of the “target awards”. LTPSU awards cliff vest with achievement of the performance goals and completion of the three year service period. Settlement occurs with common stock within 20 business days of vesting. We determine the fair value of each LTPSU award based on the market price on the date of grant. Compensation expense is recognized on a straight-line basis over the vesting term of three years based upon the probable performance target that will be met. Compensation expense of $0.1 million related to performance awards was recognized for the three months ended August 31, 2015. Transactions involving our performance awards during the three months ended August 31, 2015 are summarized below:
|  | Three Months Ended August 31, 2015 |  |  |  |  |
|  | (unaudited) |  |  |  |  |
|  | No. of Long-Term Performance Stock Units |  |  | Weighted Average Fair Value |  |  |  |  |
|  | (in thousands) |  |  |  |  |  |  |  |
Long-term performance stock units, beginning of period |  |  | 23 |  |  | $ | 42.25 |  |  |  |  |
Changes during the period: |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | — |  |  | $ | — |  |  |  |  |
Vested and settled |  |  | — |  |  | $ | — |  |  |  |  |
Cancelled |  |  | — |  |  | $ | — |  |  |  |  |
Long-term performance stock units, end of period |  |  | 23 |  |  | $ | 42.25 |  |  |  |  |
Performance awards are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each performance award based on the market price on the date of grant. Performance awards granted to our Chairman of our Board vest over the longer of four years or the achievement of performance goals based upon our future results of operations. Compensation expense related to performance awards totaled $0.1 million for the three months ended August 31, 2015 and 2014, respectively. Transactions involving our performance awards during the three months ended August 31, 2015 and 2014 are summarized below:
|  | Three Months Ended August 31, 2015 |  |  | Three Months Ended August 31, 2014 |
|  | (unaudited) |  |  | (unaudited) |
|  | No. of Performance Awards |  |  | Weighted Average Fair Value |  |  | No. of Performance Awards |  |  | Weighted Average Fair Value |
|  | (in thousands) |  |  |  |  |  | (in thousands) |  |  |  |
Performance awards, beginning of period |  |  | 28 |  |  | $ | 32.86 |  |  |  | 50 |  |  | $ | 30.63 |
Changes during the period: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Vested and settled |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Cancelled |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Performance awards, end of period |  |  | 28 |  |  | $ | 32.86 |  |  |  | 50 |  |  | $ | 30.63 |
We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. There was no compensation expense related to stock options for the three months ended August 31, 2015 and 2014, as all stock option awards were fully vested. Our options typically vest in equal annual installments over a four year service period. Expense related to an option grant is recognized on a straight line basis over the specified vesting period for those options. Stock options generally have a ten year term. Transactions involving our stock options during the three months ended August 31, 2015 and 2014 are summarized below:
|  | Three Months Ended August 31, 2015 |  |  | Three Months Ended August 31, 2014 |
|  | (unaudited) |  |  | (unaudited) |
|  | No. of Options |  |  | Weighted Average Exercise Price |  |  | No. of Options |  |  | Weighted Average Exercise Price |
|  | (in thousands) |  |  |  |  |  | (in thousands) |  |  |  |
Shares under option, beginning of period |  |  | 490 |  |  | $ | 24.80 |  |  |  | 816 |  |  | $ | 19.61 |
Changes during the period: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Exercised |  |  | (15 | ) |  | $ | 31.75 |  |  |  | (96 | ) |  | $ | 9.36 |
Cancelled |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Expired |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Shares under option, end of period |  |  | 475 |  |  | $ | 24.58 |  |  |  | 720 |  |  | $ | 20.96 |
Exercisable at end of period |  |  | 475 |  |  | $ | 24.58 |  |  |  | 720 |  |  | $ | 20.96 |
Options exercisable at August 31, 2015 had a weighted-average remaining contractual life of 1.6 years. For total options outstanding at August 31, 2015, the range of exercise prices and remaining contractual lives are as follows:
Range of Prices |  | No. of Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life |
|  | (in thousands) |  |  |  |  |  | (in years) |
$9.63 to $12.82 |  |  | 30 |  |  | $ | 12.63 |  |  |  | 1.1 |
$12.83 to $16.03 |  |  | 136 |  |  | $ | 15.24 |  |  |  | 1.1 |
$16.04 to $32.05 |  |  | 309 |  |  | $ | 29.83 |  |  |  | 1.9 |
|  |  | 475 |  |  | $ | 24.58 |  |  |  | 1.6 |

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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 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 2: 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=51659978&loc=d3e25284-112666 Reference 3: 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 4: 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 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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