XML 69 R17.htm IDEA: XBRL DOCUMENT v2.3.0.15
Employee Stock Benefit Plans
12 Months Ended
Sep. 30, 2011
Share-based Compensation [Abstract] 
Stockholders' Equity Note Disclosure [Text Block]
STOCKHOLDERS’ EQUITY

COMMON STOCK

At September 30, 2011, the Company is authorized to issue 525,000,000 shares of common stock, par value $0.25 per share of which 195,407,396 shares are issued and 186,386,197 shares outstanding.

Holders of the Company’s common stock are entitled to such dividends as may be declared by the Company’s Board of Directors out of funds legally available for such purpose. Dividends may not be paid on common stock unless all accrued dividends on preferred stock, if any, have been paid or declared and set aside. In the event of the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to share pro rata in the assets remaining after payment to creditors and after payment of the liquidation preference plus any unpaid dividends to holders of any outstanding preferred stock.

Each holder of the Company’s common stock is entitled to one vote for each such share outstanding in the holder’s name. No holder of common stock is entitled to cumulate votes in voting for directors. The Company’s second amended and restated certificate of incorporation provides that, unless otherwise determined by the Company’s Board of Directors, no holder of common stock has any preemptive right to purchase or subscribe for any stock of any class which the Company may issue or sell.

On August 3, 2010, the Board of Directors approved a stock repurchase program, pursuant to which the Company is authorized to repurchase up to $200.0 million of the Company's common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements. During the fiscal year ended September 30, 2011, the Company paid approximately $70.0 million (including commissions) in connection with the repurchase of 2,768,045 shares of its common stock (paying an average price of $25.30 per share). As of September 30, 2011, $130.0 million remained available under the existing share repurchase program.

PREFERRED STOCK

The Company’s second amended and restated certificate of incorporation has authorized and permits the Company to issue up to 25,000,000 shares of preferred stock without par value in one or more series and with rights and preferences that may be fixed or designated by the Company’s Board of Directors without any further action by the Company’s stockholders. The designation, powers, preferences, rights and qualifications, limitations and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to such series, which will specify the terms of the preferred stock. At September 30, 2011, the Company had no shares of preferred stock issued or outstanding.

EMPLOYEE STOCK BENEFIT PLANS

As of September 30, 2011, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

the 1996 Long-Term Incentive Plan
the 1999 Employee Long-Term Incentive Plan
the Directors’ 2001 Stock Option Plan
the Non-Qualified Employee Stock Purchase Plan
the 2002 Employee Stock Purchase Plan
the Washington Sub, Inc. 2002 Stock Option Plan
the 2005 Long-Term Incentive Plan
the 2008 Director Long-Term Incentive Plan

Except for the 1999 Employee Long-Term Incentive Plan, the Non-Qualified Employee Stock Purchase Plan, and the Washington Sub, Inc. 2002 Stock Option Plan, each of the foregoing equity compensation plans was approved by the Company’s stockholders.

As of September 30, 2011, a total of 98.1 million shares are authorized for grant under the Company's share-based compensation plans, with 12.4 million options outstanding. The number of common shares reserved for granting of future awards to employees and directors under these plans was 17.3 million at September 30, 2011. The Company grants equity awards under the 2005 Long-Term Incentive Plan to employees and the 2008 Director Long-Term Incentive Plan for non-employee directors.

2005 Long-Term Incentive Plan - Under this plan officers, employees, non-employee directors and certain consultants may be granted stock options, restricted stock awards, performance awards and other share-based awards. The plan has been approved by the stockholders. Under the plan a total of 41.8 million shares have been authorized for grant. A total of 16.3 million shares are available for new grants as of September 30, 2011. The maximum contractual term of the awards is up to seven years from the date of grant. Options granted under the plan are exercisable at the determination of the compensation committee and generally vest ratably over four years. Restricted stock awards granted under the plan are exercisable at the determination of the compensation committee and generally vest over three or more years. Performance awards are contingently granted depending on the achievement of certain predetermined performance goals and generally vest ratably over three or more years.

2008 Director Long-Term Incentive Plan - Under this plan, non-employee directors may be granted stock options, restricted stock awards and other share-based awards. The plan has been approved by the stockholders. Under the plan a total of 1.5 million shares have been authorized for option grants. A total of 1.0 million shares are available for new grants as of September 30, 2011. The maximum contractual term of the director awards is seven years. Options granted under the plan are generally exercisable over four years. Restricted stock awards granted under the plan are exercisable at the determination of the compensation committee and generally vest over three or more years.

2002 Employee Stock Purchase Plan -The Company maintains a domestic and an international employee stock purchase plan. Under these plans, eligible employees may purchase common stock through payroll deductions of up to 10% of their compensation. The price per share is the lower of 85% of the market price at the beginning or end of each offering period (generally six months). The plans provide for purchases by employees of up to an aggregate of 10.6 million shares through December 31, 2012. Shares of common stock purchased under these plans in fiscal years 2011, 2010, and 2009 were 0.5 million, 0.6 million, and 1.1 million, respectively. At September 30, 2011, there are 3.1 million shares available for purchase. The Company recognized compensation expense of $2.5 million, $1.9 million and $1.6 million for the fiscal years ended September 30, 2011, October 1, 2010, and October 2, 2009, respectively. The unrecognized compensation expense on the employee stock purchase plan at September 30, 2011 was $1.0 million. The weighted average period over which the cost is expected to be recognized is approximately 0.3 years.

Stock Options
The following table represents a summary of the Company's stock options for the year ended September 30, 2011:
 
 
Shares (in thousands)
 
  
Weighted average exercise price
 
Weighted average remaining contractual life (in years)
 
Aggregate intrinsic value (in thousands)
Balance outstanding at October 1, 2010
15,289

 
$
10.50

 
 
 
 
Granted
3,414

 
24.37

 
 
 
 
Exercised
(5,717
)
 
11.05

 
 
 
 
Canceled/forfeited
(583
)
 
23.73

 
 
 
 
Balance outstanding at September 30, 2011
12,403

 
$
13.45

 
5.0

 
$
77,479

 
 
 
 
 
 
 
 
Exercisable at September 30, 2011
4,692

 
$
8.72

 
3.9

 
$
43,688



The weighted-average grant date fair value of employee stock options granted during the fiscal years ended September 30, 2011, October 1, 2010, and October 2, 2009 was $9.63 per share, $5.76 per share, and $3.93 per share, respectively. The total grant date fair value of the options vested during the years ending September 30, 2011, October 1, 2010 and October 2, 2009 was $22.1 million, $30.2 million and $39.1 million, respectively.

Restricted Stock and Performance Awards
The following table represents a summary of the Company's restricted stock and performance award transactions:

 
 
 Shares (In thousands)
 
Weighted average
grant date fair value    
Non-vested awards outstanding at October 1, 2010
4,263

 
$
10.91

Granted
2,706

 
23.61

Vested
(2,193
)
 
11.92

Forfeited
(103
)
 
16.66

Non-vested awards outstanding at September 30, 2011
4,673

 
$
17.67



The weighted average grant date fair value for awards granted during the fiscal years ended September 30, 2011, October 1, 2010, and October 2, 2009 was $23.61 per share, $12.91 per share, and $8.80 per share, respectively. The total grant date fair value of the awards vested during the years ending September 30, 2011, October 1, 2010 and October 2, 2009 was $28.4 million, $3.1 million and $0.1 million, respectively.

The following table summarizes the total intrinsic value for stock options exercised and awards vested (i.e., the difference between the market price at the exercise and the price paid by the employees to exercise the awards) for fiscal 2011, 2010 and 2009, respectively (in thousands):
 
Fiscal Years Ended
 
September 30
2011
 
October 1
2010
 
October 2
2009
Options
$
90,062

 
$
40,837

 
$
20,886

Awards
$
53,569

 
$
15,030

 
$
7,475



Valuation and Expense Information under ASC 718

The following table summarizes pre-tax share-based compensation expense by financial statement line (in thousands):

Fiscal Years Ended

September 30,
2011

October 1,
2010

October 2,
2009
Cost of sales
$
7,557

 
$
3,857

 
$
3,129

Research and development
18,100

 
7,419

 
6,195

Selling, general and administrative
32,681

 
29,465

 
14,142

Share-based compensation expense included in operating expenses
$
58,338


$
40,741


$
23,466



The Company had capitalized share-based compensation expense of $2.1 million, $0.8 million and $0.6 million in inventory at September 30, 2011, October 1, 2010 and October 2, 2009, respectively.
 
The following table summarizes total compensation costs related to unvested awards not yet recognized and the weighted average period over which it is expected to be recognized at September 30, 2011:
 
For the Year Ended September 30, 2011
 
Unrecognized Compensation Cost for unvested awards
(in thousands)
 
Weighted average remaining recognition period
(in years)
Options
$
37,287

 
2.2

Awards
$
35,852

 
1.3



The fair value of each option grant under the Company's plan is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions. The fair value of the restricted and performance awards is equal to the closing market price of the Company's common stock on the date of grant.


Fiscal Years Ended

September 30,
2011
 
October 1,
2010
 
October 2,
2009
Expected volatility
49.26
%
 
56.19
%
 
60.90
%
Risk free interest rate (7 year contractual life options)
0.63
%
 
1.12
%
 
2.36
%
Dividend yield
0.00

 
0.00

 
0.00

Expected option life (7 year contractual life options)
4.10

 
4.23

 
4.42



The Company used an arithmetic average of historical volatility and implied volatility to calculate its expected volatility during the year ended September 30, 2011. Historical volatility was determined by calculating the mean reversion of the weekly-adjusted closing stock price over the expected life of the options. The implied volatility was calculated by analyzing the 52-week minimum and maximum prices of publicly traded call options on the Company’s common stock. The Company concluded that an arithmetic average of these two calculations provided for the most reasonable estimate of expected volatility under the guidance of ASC 718.

The risk-free interest rate assumption is based upon observed Treasury bill interest rates appropriate for the expected life of the Company’s employee stock options.
 
The expected life of employee stock options represents a calculation based upon the historical exercise, cancellation and forfeiture experience for the Company across its demographic population. The Company believes that this historical data is the best estimate of the expected life of a new option and that generally all groups of the Company's employee's exhibit similar behavior.