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Long-Term Incentive Compensation
6 Months Ended
Jun. 29, 2013
Long-Term Incentive Compensation  
Long-Term Incentive Compensation

Note 8.  Long-Term Incentive Compensation

 

Our annual long-term compensation awards are granted to eligible employees in February and non-employee directors in May.  Prior to 2013, annual long-term compensation awards were granted to non-employee directors in April.  Certain awards granted to retirement-eligible employees vest in full upon retirement; awards to these employees are accounted for as fully vested on the date of grant.

 

Equity Awards

In 2013, in lieu of stock options and restricted stock units, we began granting performance-based market-leveraged stock units (“MSUs”), which vest ratably over a four-year period. Although dividend equivalents accrue on MSUs during the vesting period, they are earned and paid only at vesting.  The number of MSU shares earned is based upon our absolute total shareholder return at each vesting date and can range from 0% to 200% of the target amount of MSUs subject to vesting.  Each of the four vesting periods represents one tranche of MSUs and the fair value of each of these four tranches was determined using the Monte-Carlo simulation model, which utilizes multiple input variables, including expected volatility assumptions and other assumptions, to estimate the probability of achieving the performance objective established for the award.  The compensation expense related to MSUs is amortized on a graded-vesting basis over their respective performance periods.

 

Stock-based compensation expense from continuing operations was $7.8 million and $15.7 million for the three and six months ended June 29, 2013, respectively, and $8.6 million and $19.2 million for the three and six months ended June 30, 2012, respectively. This expense was included in “Marketing, general and administrative expense” in the unaudited Consolidated Statements of Income.

 

As of June 29, 2013, we had approximately $51 million of unrecognized compensation expense from continuing operations related to unvested stock-based awards, which is expected to be recognized over the remaining weighted-average period of approximately three years.

 

Cash Awards

Cash-based awards consist of long-term incentive units (“LTI Units”) granted to eligible employees. Cash-based awards are classified as liability awards and are remeasured at each quarter-end over the applicable vesting or performance period.

 

LTI Units are service-based awards that generally vest ratably over a four-year period.  The compensation expense related to these awards is amortized on a straight-line basis and the fair value is remeasured using the estimated percentage of units expected to be earned multiplied by the average of the high and low market prices of our common stock at each quarter-end.  The settlement value is calculated based on the number of vested LTI Units multiplied by the average of the high and low market prices of our common stock on the vesting date.

 

Cash-based awards also include certain performance and market-leveraged LTI Units granted to eligible employees. Performance LTI Units are payable in cash at the end of a three-year cliff vesting period provided that certain performance objectives are achieved at the end of the performance period.  Market-leveraged LTI Units are payable in cash and vest ratably over a period of four years.  The number of performance and market-leveraged LTI Units earned at vesting is adjusted upward or downward based upon the probability of achieving the performance objectives established for the respective award and the actual number of units issued can range from 0% to 200% of the target units subject to vesting. The performance and market-leveraged LTI Units are remeasured using the estimated  percentage of units expected to be earned multiplied by the average of the high and low market prices of our common stock at each quarter-end over their respective performance periods.  The compensation expense related to performance LTI Units is amortized on a straight-line basis over their respective performance period.  The compensation expense related to market-leveraged LTI Units is amortized on a graded-vesting basis over their respective performance periods.

 

The compensation expense from continuing operations related to cash-based awards was $1.6 million and $4.3 million for the three and six months ended June 29, 2013, respectively, and $.8 million and $.9 million for the three and six months ended June 30, 2012, respectively.  This expense was included in “Marketing, general and administrative expense” in the unaudited Consolidated Statements of Income and the related liability was included in “Other current liabilities” in the unaudited Condensed Consolidated Balance Sheets.