Stock Compensation

The Company recognized consolidated stock compensation expense as follows:



	Three months ended				Nine months ended
	June 30, 2013		July 1, 2012		June 30, 2013		July 1, 2012
Stock compensation expense	$	22.7	$	5.3	$	44.9	$	17.1
Less:
Related tax benefit	0.7		—		1.2		—
Noncontrolling interest	7.3		1.9		13.6		6.8
Net	$	14.7	$	3.4	$	30.1	$	10.3

The amounts before taxes and non-controlling interest are principally included in "Selling, acquisition, operating and general expenses" in the accompanying Condensed Consolidated Statements of Operations.

A summary of stock options outstanding as of June 30, 2013 and related activity during the nine months then ended, under HGI and FGL’s respective incentive plans are as follows (share amounts in thousands):



	HGI						FGL
Stock Option Awards	Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Stock options outstanding at September 30, 2012	2,285		$	4.96	$	1.77	201		$	38.20	$	3.90
Granted	1,528		8.52		3.53		194		49.45		3.85
Exercised	—		—		—		(27	)	38.14		3.90
Forfeited or expired	(33	)	6.18		2.32		—		—		—
Stock options outstanding at June 30, 2013	3,780		6.39		2.47		368		43.77		3.88
Stock options vested and exercisable at June 30, 2013	865		6.12		2.33		—		—		—
Stock options outstanding and expected to vest	2,915		6.46		2.52		301		43.77		3.88

A summary of restricted stock and restricted stock units outstanding as of June 30, 2013 and related activity during the nine months then ended, under HGI, Spectrum Brands and FGL’s respective incentive plans are as follows (share amounts in thousands):



	HGI				Spectrum Brands
Restricted Stock Awards	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Restricted stock outstanding at September 30, 2012	830		$	4.93	13		$	28.00
Granted	3,256		8.52		—		—
Vested	(633	)	8.23		(13	)	28.00
Forfeited	(33	)	7.93		—		—
Restricted stock outstanding at June 30, 2013	3,420		7.71		—		—
Restricted stock expected to vest	3,420		7.71		—		—



	HGI				Spectrum Brands				FGL
Restricted Stock Units	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Restricted stock units outstanding at September 30, 2012	17		$	4.61	1,931		$	28.45	—		$	—
Granted	9		8.33		666		45.35		52		3.85
Vested	(17	)	4.61		(1,121	)	28.28		—		—
Forfeited	—		—		(290	)	29.79		(1	)	—
Restricted stock units outstanding at June 30, 2013	9		—		1,186		37.76		51		3.85
Restricted stock units vested and exercisable at June 30, 2013	22		4.61		—		—				—
Restricted stock units expected to vest	9		8.33		1,186		37.76		41		3.85

HGI

HGI granted no stock option awards during the three months ended June 30, 2013 and July 1, 2012. HGI granted stock option awards representing approximately 1,528 thousand and 2,215 thousand shares during the nine months ended June 30, 2013 and July 1, 2012, respectively. All of these grants are time based, and vest either immediately, or over periods of 12 to 48 months. The total fair value of the stock option grants on their respective grant dates were approximately $5.4 and $3.6, respectively.

HGI granted no restricted stock awards during the three months ended June 30, 2013 and July 1, 2012. HGI granted restricted stock awards representing approximately 3,256 thousand and 818 thousand shares during the nine months ended June 30, 2013 and July 1, 2012, respectively. All of these grants are time based, and vests either immediately, or over periods of 7 to 36 months. The total fair value of the restricted stock grants on their respective grant dates were approximately $27.7 and $3.9, respectively.

HGI granted no restricted stock unit awards during the three months ended June 30, 2013 and July 1, 2012. HGI granted restricted stock unit awards representing approximately 9 thousand and 22 thousand shares, respectively, during the nine months ended June 30, 2013 and July 1, 2012. All of these grants are time based, and vests either immediately, or over periods of 7 to 12 months. The total fair value of the restricted stock grants on their respective grant dates was approximately $0.1 and $0.1, respectively.

Under HGI’s executive bonus plan for Fiscal 2013, executives will be paid in cash, stock options and restricted stock shares. The equity grants will have a grant date in the first fiscal quarter of 2014 and the shares will vest, either immediately, or between 12 and 36 months from the grant date.

As of June 30, 2013, there was approximately $16.5 of total unrecognized compensation cost related to unvested share-based compensation agreements, which is expected to be recognized over a weighted-average period of 2.24 years.

The fair values of restricted stock and restricted stock unit awards are determined based on the market price of HGI’s common stock on the grant date. The fair value of stock option awards is determined using the Black-Scholes option pricing model. The following assumptions were used in the determination of these grant date fair values using the Black-Scholes option pricing model:



	2013	2012
Risk-free interest rate	0.85%	0.98% to 1.19%
Assumed dividend yield	—%	—%
Expected option term	5.3 to 6.0 years	6.0 years
Volatility	42.8% to 44.0%	33.0% to 35.0%

The weighted-average remaining contractual term of outstanding stock option awards at June 30, 2013, was 8.95 years.

Spectrum Brands

Spectrum Brands granted restricted stock unit awards representing approximately 30 thousand and 666 thousand shares during the three and nine months ended June 30, 2013. Of these 666 thousand grants, 22 thousand restricted stock units are time based and vest over a one year period. Of the remaining 644 thousand restricted stock unit grants, 90 thousand are performance based and vest over a one year period, and 554 thousand are performance and time-based and vest over a two year period. The total fair value of the restricted stock units on the dates of the grants was approximately $30.2.

Spectrum Brands granted restricted stock unit awards representing approximately 42 thousand and 759 thousand shares during the three and nine months ended July 1, 2012. Of these 759 thousand grants, 18 thousand restricted stock units are time-based and vest over a one year period, and 42 thousand restricted stock units are time-based and vest over a two year period.. The remaining 699 thousand restricted stock unit grants are performance and time-based and vest over a two year period. The total market value of the restricted stock units on the dates of the grants was approximately $20.8.

The fair values of restricted stock awards and restricted stock units are determined based on the market price of Spectrum Brands’ common stock on the grant date.

FGL

On November 2, 2011, FGL’s compensation committee (on behalf of its board of directors) approved a long-term stock-based incentive plan that permits the grant of options to purchase shares of FGL common stock to key employees of FGL. On November 2, 2011, FGL’s compensation committee also approved a dividend equivalent plan that permits holders of these options the right to receive a payment in cash in an amount equal to the ordinary dividends declared and paid or debt service payments to HGI by FGL in respect of the shares underlying the options. As of September 30, 2012, FGL determined that it was probable that the dividend equivalent will vest and recorded a provision of $0.4 for the ratable recognition of such projected liability over the option vesting period for the three months ended June 30, 2013.

FGL granted stock option awards and restricted stock units representing approximately 194 thousand and 52 thousand shares during the nine months ended June 30, 2013. These stock options and restricted shares vest over a period of 3 years and expire on the seventh anniversary of the grant date. The total fair value of the option grant and restricted stock unit grant on the grant date was $0.6 and $2.0, respectively.

FGL granted stock option awards representing approximately 207 thousand shares during the nine months ended July 1, 2012. These stock options vest over a period of 3 years and expire on the seventh anniversary of the grant. The total fair value of the grants on their grant dates was approximately $0.6. On December 31, 2012, FGL elected an alternate settlement for the vested portion of the 2012 share options awards. FGL selected a cash settlement of the vested option awards, which reclassified the plan from an equity plan to a liability plan. FGL recognized additional expense, of approximately $0.6, for the difference between the cash settlement amount and the compensation expense previously recognized. FGL revalued the remaining unvested option awards to fair value and recorded $0.1 compensation expense.

The total compensation cost related to non-vested options and restricted stock units not yet recognized as of June 30, 2013 totaled $4.1 and will be recognized over a weighted-average period of 2.41 years.

The fair value of stock option awards is determined using the Black-Scholes option pricing model. The following assumptions were used in the determination of these grant date fair values using the Black-Scholes option pricing model:



	2013	2012
Risk-free interest rate	0.8%	0.8%
Assumed dividend yield	6%	10%
Expected option term	4.5	4.5
Volatility	27%	35%

EXCO/HGI JV

In May 2013, the EXCO/HGI JV adopted an incentive plan ("Incentive Unit Plan") which allowed for awards to be issued that cover up to 1 million Class B Units. The plan is intended to grant phantom units that correspond to Class B Units prior to the vesting date, in tandem with dividend equivalent rights ("DER") to participate in distributions of the EXCO/HGI JV. The phantom units will vest in three equal annual installments, and will be settled by issuing a Class B Unit in the EXCO/HGI JV. The accumulated distributions related to the DER will be paid to the participant upon the vesting of the related phantom unit. Upon termination of a participant, any unvested phantom units or DER's (including accrued distributions) shall be forfeited.

The agreement includes a call-right on behalf of the EXCO/HGI JV and a put-right on behalf of the participant. The call-right becomes exercisable upon the termination of a participant, and gives the EXCO/HGI JV the option to repurchase any Class B Units held by the participant. The put-right becomes exercisable during the first designated window period after the participant has held the Class B Unit for a period of six months, and gives the participant the option to cause the EXCO/HGI JV to repurchase the participant's Class B Units. The repurchase price under the call-right and put-rights shall be the fair market value as of the date of exercise as determined by the EXCO/HGI JV.

As of June 30, 2013, there were 898 thousand awards available for issuance under the Incentive Unit Plan. The fair value of the awards granted was based on the market value of the limited partner units issued upon formation of the EXCO/HGI JV. A summary of the activity related to the incentive unit plan was as follows:



	Shares	Weighted average grant date fair value per share
Non-vested awards at February 14, 2013	—	$	—
Granted	102	10.00
Non-vested awards at June 30, 2013	102	$	10.00

ASC 718 requires share-based compensation be recorded with cost classifications consistent with cash compensation. The EXCO/HGI JV uses the full cost method to account for its oil and natural gas properties. As a result, part of the share-based payments are capitalized. During the period from inception to June 30, 2013, an immaterial amount was capitalized as part of the EXCO/HGI JV's oil and natural gas properties. HGI's proportionate share of the EXCO/HGI JV's total share-based compensation on unvested awards was $0.7 as of June 30, 2013, and will be recognized over an average period of 2.9 years.