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Stock-Based Compensation
3 Months Ended
Nov. 30, 2017
Stock-Based Compensation





NOTE 4 – STOCK-BASED COMPENSATION



The cost of our stock-based compensation plans is included in selling, general, and administrative expenses in the accompanying condensed consolidated statements of operations.  The total cost of our stock-based compensation plans was as follows for the periods presented (in thousands):



 

 

 

 

 



 

 

 

 

 



 

Quarter Ended



 

November 30,

 

 

November 26,



 

2017

 

 

2016

Performance awards

$

791 

 

$

1,078 

Unvested share awards

 

131 

 

 

113 

Employee stock purchase plan

 

34 

 

 

23 



$

956 

 

$

1,214 



During the quarter ended November 30, 2017, we issued 251,234 shares of our common stock to employees for stock-based compensation awards.  Our stock-based compensation plans allow shares to be withheld to cover statutory income taxes if so elected by the award recipient.  During the first quarter of fiscal 2018, we withheld 102,765 shares of our common stock to cover statutory taxes on stock-based compensation awards that vested during the quarter.  The following is a description of the developments in our stock-based compensation plans during the quarter ended November 30, 2017.



Performance Awards



On November 14, 2017, the Organization and Compensation Committee (the Compensation Committee) of the Board of Directors granted a new performance-based long-term incentive plan (LTIP) award to our executive officers and members of senior management.  The fiscal 2018 LTIP award has three tranches, which consist of the following:  1) shares that vest after three years of service; 2) fiscal 2020 qualified adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA); and 3) fiscal 2020 subscription sales.  Twenty-five percent of a participant’s award vests after three years of service, and the number of shares awarded in this tranche will not fluctuate based on financial measures.  The number of shares granted in this tranche totals 42,883 shares.  The remaining two tranches of the award are divided between the achievement of certain levels of Adjusted EBITDA and subscription sales recognized in fiscal 2020.  The number of shares that will vest to participants for these two tranches is variable and may be 50 percent of the award (minimum award threshold) up to 200 percent of the participant’s award (maximum threshold).  The maximum number of shares that may be awarded in connection with these tranches totals 257,300 shares.









The fiscal 2018 LTIP has a three-year life and expires on August 31, 2020.



Compensation expense recognized during the quarter ended November 30, 2017, for performance awards includes expense related to awards granted in previous periods for which the performance conditions are probable of being achieved.



Employee Stock Purchase Plan



We have an employee stock purchase plan (ESPP) that offers qualified employees the opportunity to purchase shares of our common stock at a price equal to 85 percent of the average fair market value of our common stock on the last trading day of each fiscal quarter.  During the quarter ended November 30, 2017, we issued 9,887 shares of our common stock to participants in the ESPP.