NOTE

– SHARE-BASED COMPENSATION

Share incentive awards include a stock option plan for directors, executives, employees and eligible consultants, a PSU plan for executives, employees and eligible consultants 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,

2017,

14.7

million common shares were available for future share incentive plan awards.

The Company recognized share-based compensation expense (recorded in General and administrative expenses) as follows:

	Years ended November 30,
	2017		2016		2015
Stock options	$	5,496	$	5,855	$	4,736
Performance share unit plan		4,588		4,184		4,537
Deferred share unit plan		209		224		215
	$	10,293	$	10,263	$	9,488

Stock options

Stock options granted under the Company’s share-based incentive plans generally expire

five

years after the date of grant and vest in

one

third

annual increments beginning on the date of grant. The value of each option award is estimated at the date of grant 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 date of grant. These estimates involve inherent uncertainties and the application of management’s judgment. In addition, management estimates the expected forfeiture rate and only recognizes expense for those options expected to vest. As a result, if other assumptions had been used, the recorded share-based compensation expense would have been different from that reported.

A summary of stock options outstanding as of

November 30, 2017,

and activity during the year ended

November 30, 2017

are as follows:

	Number of stock options (thousands)			Weighted- average exercise price per share		Weighted- average remaining contractual term (years)		Aggregate intrinsic value
November 30, 2016		19,829		$	3.59
Granted		3,545			4.58
Exercised		(3,554	)		4.54
Expired		(2,197	)		9.42
Forfeited		(72	)		4.60
November 30, 2017		17,551		$	3.24		2.30	$	13,837
Vested and exercisable as of November 30, 2017		14,058		$	2.98		1.96	$	13,837

The following table summarizes other stock option-related information:

	Years ended November 30,
	2017			2016			2015
Weighted-average assumptions used to value stock option awards:
Expected volatility		50	%		54	%		60	%
Expected term of options (years)		3			3			3
Expected dividend rate		—			—			—
Risk-free interest rate		1.2	%		0.5	%		1.1	%
Expected forfeiture rate		2.5	%		3.0	%		4.0	%
Weighted-average grant-date fair value	$	1.60		$	1.37		$	1.12
Intrinsic value of options exercised	$	5,014		$	1,510		$	427
Cash received from options exercised		—			—			—

As of

November

30,

2017,

the Company had

$980

of unrecognized compensation cost related to

3,458,383

non-vested stock options expected to be recognized and vest over a period of approximately

one

year.

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 award entitles the participant to receive

one

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 established at the time of grant. The actual performance against each of these criteria generates a multiplier that varies from

150%.

Thus, the common shares that

may

be issued vary between

and

150%

of the number of PSUs granted, as reduced by the amounts for participants

longer with the Company on vesting date.

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.

A summary of PSU awards outstanding as of

November 30, 2017,

and activity during the year ended

November 30, 2017

are as follows:

	Number of PSU awards (thousands)			Weighted- average grant day fair value per award		Aggregate intrinsic value
November 30, 2016		2,619		$	3.15
Granted		940			4.58
Vested		(1,556	)		2.83
Performance adjustment		179			2.83
Forfeited		(6	)		4.32
November 30, 2017		2,176		$	4.10	$	2,158

During the year ended

November 30, 2017,

the Company paid

$196

for employee withholding taxes on vested performance share units. As of

November

30,

2017,

the Company had

2,176,000

non-vested PSU awards outstanding of which

1,237,000

were fully expensed and subsequently expired with

value, and

939,000

non-vested PSU awards with

$2,408

of unrecognized compensation cost expected to be recognized and vest over a period of approximately

one

year.

The following table summarizes other PSU-related information:

	Years ended November 30,
	2017			2016			2015
Performance multiplier on PSUs vested		113	%		140	%		137	%
Common shares issued (thousands)		1,513			1,377			506
Total fair value of common shares issued	$	6,932		$	5,151		$	1,351
Withholding tax paid on PSUs vested	$	196		$	4,275		$	827

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. During the year ended

November 30, 2017,

the Company granted

48,380

DSUs to Directors with a weighted-average grant day fair value of

$4.36

per DSU. The Company issued

27,536

common shares under the DSU plan in

2017.

shares were issued under the DSU plan in

2016

2015.

November 30, 2017,

there were

307,690

DSUs outstanding.