NOTE 15. SHARE-BASED COMPENSATION

12 Months Ended

Nov. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

NOTE 15. SHARE-BASED COMPENSATION

Share incentive awards include a stock option plan for directors, executives and eligible employees, a Performance Share Unit (PSU) plan for executives and eligible employees and a Deferred Stock Unit (DSU) plan for directors of the Company. Options granted to purchase common shares have exercise prices not less than fair market value of the underlying share at the date of grant. At November 30, 2013, 17.7 million common shares were available for future share incentive plan awards.

The Company recognized share-based compensation as follows:

	Years ended November 30,
	2013		2012		2011
Stock options	$	8,135	$	14,240	$	6,773
Performance share unit plan		3,935		2,660		2,080
Deferred share unit plan		234		193		134
Incentive shares		—		2,769		—
	$	12,304	$	19,862	$	8,987

At November 30, 2013, the non-vested stock option and PSU expense not recognized was $2,854 (2012: $6,692) to be recognized over the next two years.

Stock Options

Stock options granted under the Company’s share-based incentive plans vest over periods of two years are exercisable over a period of time not to exceed five years from the grant date. The value of each option award is estimated at the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected term of the option award and share price volatility. The expected term of options granted is derived from historical data on employee exercise and post-vesting employment termination experience. Expected volatility is based on the historical volatility of the Company’s shares at the grant date. These estimates involve inherent uncertainties and the application of management’s judgment. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those options expected to vest. As a result, if other assumptions had been used, our recorded share-based compensation expense would have been different from that reported. The Black-Scholes option pricing model used the following weighted-average assumptions:

	Years ended November 30,
	2013	2012	2011
Weighted average share price	C$4.40	C$8.68	C$13.91
Average risk-free interest rate	1.07%	0.99% - 1.53%	1.05% - 2.11%
Exercise price	C$4.40	C$8.68	C$13.91
Expected life (years)	3	2.5 – 3.5	2.5 – 3.5
Expected volatility	56%	55% - 66%	70% - 81%
Expected dividends	Nil	Nil	Nil

The following table summarizes annual activity for all stock options for each of the three years ended November 30:

	2013		2012		2011
	Number of shares	Weighted average exercise price	Number of shares	Weighted average exercise price	Number of shares	Weighted average exercise price
Outstanding at beginning of year	13,903	C$7.08	10,849	C$7.06	11,338	C$6.09
Granted	3,218	C$4.40	4,613	C$8.68	1,280	C$13.91
Exercised	(121)	C$2.23	(1,027)	C$3.13	(1,475)	C$4.61
Forfeited and expired	(1,777)	C$7.22	(532)	C$10.86	(294)	C$11.69
Outstanding at end of year	15,223	C$6.54	13,903	C$7.08	10,849	C$7.06

The weighted-average fair value per share of options granted during the year was C$4.40 in 2013, C$8.68 in 2012 and C$13.91 in 2011.

At November 30, 2013, there were 2,507,193 (2012: 2,964,920) non-vested options outstanding with a weighted average exercise price of C$5.92 (2012: C$7.08). During the year ended November 30, 2013, 3,385,320 (2012: 2,166,160) options vested.

The following table summarizes information about stock options outstanding and exercisable at November 30, 2013:

	Stock options  - issued and outstanding			Stock options - exercisable
Range of price	Number of outstanding options	Weighted average years to expiry	Weighted average exercise price	Number of exercisable options	Weighted average exercise price
C$ 2.23 to $ 3.99	1,272,480	0.10	C$2.23	1,272,480	C$2.23
C$ 4.00 to $ 5.99	7,642,052	2.57	C$4.78	6,039,914	C$4.83
C$ 6.00 to $ 7.99	2,110,300	2.74	C$6.56	1,554,966	C$6.38
C$ 8.00 to $ 9.99	560,000	1.13	C$8.07	560,000	C$8.07
C$10.00 to $11.99	2,092,382	2.97	C$10.22	1,742,661	C$10.23
C$12.00 to $13.99	1,395,400	2.11	C$13.08	1,395,400	C$13.08
C$14.00 to $15.04	150,000	3.54	C$14.89	150,000	C$14.89
	15,222,614	2.36	C$6.54	12,715,421	C$6.66

Performance share units

The Company has a PSU plan that provides for the issuance of PSUs in amounts as approved by the Company’s Compensation Committee. Each PSU entitles the participant to receive a common share of the Company at the end of a specified period. The Compensation Committee may adjust the number of common shares for the achievement of certain performance and vesting criteria. The actual performance against each of these criteria generates a multiplier that varies from 0% to 150%. Thus, the common shares that may be issued vary between 0% and 150% of the number of PSUs granted, as reduced by the amounts for participants no longer with the Company on vesting date.

The following table summarizes annual information about the number of PSUs outstanding:

	Years ended November 30,
	2013			2012			2011
Outstanding at beginning of year		805,300			347,350			135,700
Granted		706,150			584,800			244,000
Vested		(167,735	)		(154,746	)		—
Performance adjustment		(72,765	)		38,396			—
Forfeited		(2,500	)		(10,500	)		(32,350	)
Outstanding at end of year		1,268,450			805,300			347,350

The PSUs outstanding at November 30, 2013 are scheduled to vest over the next two years.

For the year ended November 30, 2013, the Company recognized a share-based compensation charge against income of $3,935 (2012: $2,660; 2011: $2,080) for PSUs. Under the PSU plan, the Company issued 96,497 common shares in 2013 (2012: 86,949; 2011: nil).  The difference between the PSUs vested and the common shares issued were settled in cash to cover employee withholding taxes. The Company also issued 197,076 common shares to the Company’s former CEO in January 2012 and 81,310 common shares to the Company’s former COO in December 2012 plan for severance.

Deferred share units

The Company has a DSU plan that provides for the issuance of DSUs in amounts where the Directors receive half of their annual retainer in DSUs and have the option to elect to receive all or a portion of the other half of their annual retainer in DSUs. Each DSU entitles the Directors to receive one common share when they retire from the Company.

For the year ended November 30, 2013, the Company recognized a share-based payment charge against income of $234 (2012:  $193 and 2011:  $134) for the DSUs granted to Directors during the year.  Under the DSU plan, the Company issued 7,750 common shares in 2013 and 4,261 common shares in 2012 and nil common shares in 2011.  The common shares were issued at the date of the DSU vesting and the valuation was deemed to be the opening TSX common share price of the vesting date.

Incentive shares

The Company recognized share-based payment charge against income of $2,769 in 2012 for incentive shares issued to new employees.  The Company issued 224,740 common shares in 2012 and paid $1,152 for employee withholding taxes.  The common shares were issued at the date of the new executive officers’ employment agreements and the valuation was deemed to be the opening TSX common share price on the date of issuance.