Share-based Compensation (Notes)

3 Months Ended

Dec. 31, 2012

Share-based Compensation [Abstract]

Share-based Compensation

Share-based Compensation

Our 2007 Equity Incentive Plan (“Equity Plan”) provides for grants of restricted stock, stock options, stock bonuses, stock appreciation rights, and restricted stock units (“RSUs”). As of December 31, 2012, we had 0.9 million shares of common stock reserved for future grants under our Equity Plan. Based on our Equity Plan design, the 0.9 million shares of common stock equates to approximately 0.6 million RSUs reserved for future grants, which we generally use as long-term employee incentive and retention tools.

Our share-based awards generally vest over four years and are subject to the employee's continued employment with Concur. The vesting of certain RSUs is subject to the achievement of specified Company-wide performance goals. On a quarterly basis, we estimate the probability of the achievement (including estimating the level of achievement) on specified performance goals to determine the probable number of RSUs that may ultimately vest. We adjust our estimate on a quarterly basis, if necessary, until the achievement of the performance goals is known at the end of the measurement period. The amount of share-based compensation recognized in each reporting period can vary based on the level of achievement, if any, or expected level of achievement based on the specified performance goals. We also estimate forfeiture rates at the time of grants and revise the estimates in subsequent periods if actual forfeitures differ from our estimates. We record share-based compensation net of estimated forfeitures.

During the three months ended December 31, 2012, we granted certain senior executives RSUs that will vest based on Company-wide performance goals and service conditions (2013 “Performance-based RSUs”). The number of 2013 Performance-based RSUs shall be determined based on the achievement of Company-wide goals for fiscal 2013. In order to vest, the low end of the predetermined Company-wide goals must be met. Further, the number of Performance-based RSUs is determined based on the level of achievement. Therefore, participants in the 2013 Performance-based RSUs may receive a range of 0 shares to approximately 0.5 million shares depending on the actual achievement level of performance goals.

The following table presents our share-based compensation resulting from equity awards that we recorded in our consolidated statements of operations:

	Three Months Ended December 31,
	2012		2011
Cost of operations	$	2,569	$	1,595
Sales and marketing	8,440		6,141
Systems development and programming	1,964		1,231
General and administrative	4,756		2,747
Total share-based compensation	$	17,729	$	11,714

The following table presents our stock option activity for the three months ended December 31, 2012:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding as of September 30, 2012	627		$	11.98
Exercised	(42	)	13.17
Forfeited or expired	—		—
Outstanding as of December 31, 2012	585		11.89		2.44	$	32,516
Exercisable as of December 31, 2012	585		$	11.89	2.44	$	32,516

The following table presents a summary of RSU award activity for the three months ended December 31, 2012:

	Shares		Weighted Average  Share Value
Outstanding as of September 30, 2012	2,954		$	49.32
Granted (1)	197		67.43
Vested and released	(4	)	50.63
Cancelled	(14	)	53.53
Outstanding as of December 31, 2012	3,133		$	50.44

⁽¹⁾ Include Performance-based RSUs granted during the period.

As of December 31, 2012, we had $72.8 million of unrecognized share-based compensation, net of estimated forfeitures, which is expected to be recognized over a weighted average period of 1.3 years.