16. Stock-Based Compensation

As of March 31, 2013, the Company maintains the EnerSys 2010 Equity Incentive Plan (“2010 EIP”). The 2010 EIP reserved 3,177,477 shares of common stock for the grant of various classes of nonqualified stock options, restricted stock units, market share units and other forms of equity-based compensation. Shares subject to any awards that expire without being exercised or that are forfeited or settled in cash shall again be available for future grants of awards under the 2010 EIP. Shares subject to awards that have been retained by the Company in payment or satisfaction of the exercise price and any applicable tax withholding obligation of an award shall not count against the limit described above.

As of March 31, 2013, 2,452,522 shares are available for future grants. The Company’s management equity incentive plans are intended to provide an incentive to employees and non-employee directors of the Company to remain in the service of the Company and to increase their interest in the success of the Company in order to promote the long-term interests of the Company. The plans seek to promote the highest level of performance by providing an economic interest in the long-term performance of the Company. The Company settles employee share-based compensation awards with newly issued shares.

Stock Options

No non-qualified stock options were granted during the last three fiscal years. Options generally expire 10 years from the date of grant.

For fiscal 2013, 2012 and 2011, the Company recognized $97 ($69 net of taxes), $1,092 ($822 net of taxes) and $2,333 ($1,844 net of taxes), respectively, of stock-based compensation expense associated with stock option grants.

The following table summarizes the Company’s stock option activity in the years indicated:


	Number of Options			Weighted- Average Remaining Contract Term (Years)		Weighted- Average Exercise Price		Aggregate Intrinsic Value
Options outstanding as of March 31, 2010		2,431,233			4.0	$	17.69	$	19,191
Exercised		(1,415,391	)				15.34		18,482
Canceled		(155,063	)				29.32		9

Options outstanding as of March 31, 2011		860,779			6.2	$	19.52	$	17,129
Exercised		(227,116	)				15.82		3,691

Options outstanding as of March 31, 2012		633,663			6.1	$	20.85	$	8,879
Exercised		(555,677	)				21.70		8,860

Options outstanding and exercisable as of March 31, 2013		77,986			2.5	$	14.76	$	2,404

The following table summarizes information regarding stock options outstanding, all of which are also exercisable, as of March 31, 2013:


	Options Outstanding and Exercisable
Range of Exercise Prices	Number of Options		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price
$10.01-$15.00		65,954		2.1	$	14.12
$15.01-$30.19		12,032		4.1		18.29

		77,986		2.5	$	14.76

A summary of the status of the Company’s non-vested options as of March 31, 2013, and changes during fiscal 2013, is presented below:


	Number of Options			Weighted- Average Grant-Date Fair Value
Nonvested at March 31, 2012		110,037		$	7.87
Vested		(110,037	)		7.87

Nonvested at March 31, 2013		—		$	—

Restricted Stock Units and Market Share Units

In fiscal 2013, the Company granted to non-employee directors 21,328 deferred restricted stock units at the fair value of $37.51 per restricted stock unit at the date of grant. In fiscal 2012, such grants amounted to 35,632 restricted stock units at the fair value of $22.45 per restricted stock unit at the date of grant. The fiscal 2012 and 2013 awards vested immediately upon the date of grant and the payment of shares of common stock under this grant are payable upon such director’s termination of service as a director. In fiscal 2011, the Company granted to non-employee directors 21,248 restricted stock units at the market price of $22.59 per restricted stock unit at the date of grant. These restricted stock units vested in thirteen months following the date of grant.

In fiscal 2013, 2012 and 2011, the Company granted 9,412, 9,340 and 2,792 restricted stock units, respectively, at various fair values, under deferred compensation plans.

In fiscal 2013, the Company granted to management and other key employees 199,139 restricted stock units at the fair value of $31.76 per restricted stock unit and 303,942 market share units at a weighted average fair value of $41.36 per market share unit at the date of grant. The fair value of the market share units granted in fiscal 2013 was estimated at the date of grant using a binomial lattice model with the following assumptions: a risk-free interest rate of 0.37%, dividend yield of zero, time to maturity of 3 years and expected volatility of 39.08%.

In fiscal 2012, the Company granted to management and other key employees 95,026 restricted stock units at the fair value of $35.79 per restricted stock unit at the date of grant and 224,397 market share units at the fair value of $48.36 per market share unit at the date of grant. The fair value of the market share units granted in fiscal 2012 was estimated at the date of grant using a binomial lattice model with the following assumptions: a risk-free interest rate of 0.93%, dividend yield of zero, time to maturity of 3 years and expected volatility of 45.5%.

In fiscal 2011, the Company granted to management and other key employees 291,701 restricted stock units at the fair value of $25.67 per restricted stock unit at the date of grant and 124,091 market share units at the fair value of $34.45 per market share unit at the date of grant. The fair value of the market share units granted in fiscal 2011was estimated at the date of grant using a binomial lattice model with the following assumptions: a risk-free interest rate of 1.30%, dividend yield of zero, time to maturity of 3 years and expected volatility of 43.0%.

A summary of the changes in restricted stock units and market share units awarded to employees and directors that were outstanding under the Company’s equity compensation plans during fiscal 2013 is presented below:


	Restricted Stock Units (RSU)					Market Share Units (MSU)
	Number of RSU			Weighted- Average Grant Date Fair Value		Number of MSU			Weighted- Average Grant Date Fair Value
Non-vested awards as of March 31, 2012		617,240		$	24.61		346,563		$	43.38
Granted		229,879			31.23		303,942			41.36
Vested		(238,320	)		23.99		—			—
Canceled		(6,693	)		32.01		(20,466	)		46.77

Non-vested awards as of March 31, 2013		602,106		$	27.30		630,039		$	42.29

The Company recognized stock-based compensation expense relating to restricted stock units and market share units of approximately $14,640, with a related tax benefit of $4,105 for fiscal 2013, $10,493, with a related tax benefit of $2,599 for fiscal 2012 and $6,723, with a related tax benefit of $1,659 for fiscal 2011.

All Award Plans

As of March 31, 2013, unrecognized compensation expense associated with the non-vested incentive awards outstanding was $22,941 and is expected to be recognized over a weighted-average period of nineteen months.