NOTE 15. SHARE-BASED COMPENSATION

12 Months Ended

Nov. 30, 2015

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 PSU plan for executives and eligible employees and a DSU plan for directors of the Company. Options granted to purchase common shares have exercise prices not less than the fair market value of the underlying share at the date of grant. At November 30, 2015, 23.2 million common shares were available for future share incentive plan awards. 

The Company recognized share-based compensation as follows:

	Years ended November 30,
	2015		2014		2013
Stock options	$	4,736	$	6,062	$	8,135
Performance share unit plan		4,537		3,944		3,935
Deferred share unit plan		215		191		234
	$	9,488	$	10,197	$	12,304

At November 30, 2015, the non-vested stock option and PSU expense not recognized was $2,653 (2014: $3,877) 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 and 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 models used the following weighted-average assumptions:

	Years ended November 30,
	2015	2014	2013
Share price (C$)	3.18	2.90	4.40
Average risk-free interest rate	1.06%	1.18%	1.07%
Exercise price (C$)	3.18	2.90	4.40
Expected life (years)	3	3	3
Expected volatility	60%	60%	56%
Expected dividends	Nil	Nil	Nil
Fair value per share of options granted (C$)	1.28	1.18	1.72

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

	2015		2014		2013
	Number of shares (thousands)	Weighted average exercise price (C$)	Number of shares (thousands)	Weighted average exercise price (C$)	Number of shares (thousands)	Weighted average exercise price (C$)
Outstanding at beginning of year	15,219	5.47	15,223	6.54	13,903	7.08
Granted	4,360	3.18	6,109	2.90	3,218	4.40
Exercised	(393)	3.46	(1,285)	2.24	(121)	2.23
Forfeited and expired	(1,336)	7.38	(4,828)	6.45	(1,777)	7.22
Outstanding at end of year	17,850	4.81	15,219	5.47	15,223	6.54
Exercisable at year-end	14,092		11,644		12,715

At November 30, 2015, there were 3,758,000 (2014: 3,575,000) unvested options outstanding with a weighted average exercise price of C$3.07 (2014: C$3.15). During the year ended November 30, 2015, 4,177,000 (2014: 4,636,000) options vested. 

The following table summarizes information about stock options outstanding and exercisable at November 30, 2015:

	Stock options - issued and outstanding			Stock options - exercisable
Range of price (C$)	Number of outstanding options (thousands)	Weighted average years to expiry	Weighted average exercise price (C$)	Number of exercisable options (thousands)	Weighted average exercise price (C$)
2.90 to 3.99	10,168	3.48	3.02	6,411	2.99
4.00 to 5.99	4,138	1.93	4.59	4,138	4.59
6.00 to 7.99	800	1.45	6.36	800	6.36
10.00 to 11.99	1,712	0.96	10.24	1,711	10.24
12.00 to 13.99	932	0.12	13.02	932	13.02
14.00 to 14.82	100	1.50	14.82	100	14.82
	17,850	2.60	4.81	14,092	5.28

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. For the year ended November 30, 2015, the PSUs vested with a multiplier of 137% (2014: 85%; 2013: 70%).

The value of each PSU granted is estimated at the grant date using a Monte Carlo simulation model. The Monte Carlo simulation model requires the input of subjective assumptions, including the share price volatility of the Company's stock, as well as comparator group companies and the correlation of returns between the comparator companies and the Company. Expected volatility is based on the historical volatility of the Company's shares and the comparator group companies shares at the grant date. These estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, our recorded share-based compensation expense would have been different from that reported. For the year ended November 30, 2015, the estimated fair value per share of PSUs granted was C$3.86 (2014: C$3.18; 2013: C$4.58).

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

	Years ended November 30,
	2015	2014	2013
Outstanding at beginning of year	2,422,150	1,268,450	805,300
Granted	1,377,250	1,819,700	706,150
Vested	(846,180)	(546,380)	(167,735)
Performance adjustment	228,530	(96,420)	(72,765)
Forfeited	—	(23,200)	(2,500)
Outstanding at end of year	3,181,750	2,422,150	1,268,450

The PSUs outstanding at November 30, 2015 are scheduled to vest over the next two years.

For the year ended November 30, 2015, the Company recognized a share-based compensation charge against income of $4,537 (2014: $3,944; 2013: $3,935) for PSUs. Under the PSU plan, the Company issued 506,175 common shares in 2015 (2014: 329,645; 2013: 96,467). The difference between the PSUs vested and the common shares issued were settled in cash to cover employee withholding taxes.

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, 2015, the Company recognized a share-based payment charge against income of $215 (2014: $191; 2013: $234) for the DSUs granted to Directors during the year. Under the DSU plan, the Company issued nil common shares in 2015 and 2014, and 7,750 common shares in 2013. 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 on the vesting date.