NOTE 14. Stock Plans

At June 30, 2013, the Company had three active stock incentive plans, one for the benefit of non-employee directors of the Company's Board of Directors (the "Board"), the 2004 Non-employee Director Stock Option Plan (the "2004 Director Plan"), and two for the benefit of eligible employees and independent contractors (the 2004 Stock Incentive Plan and the 2010 Stock Award and Incentive Plan). In addition, as of June 30, 2013, stock options granted under the Company's 1995 Stock Option Plan and 2000 Stock Incentive Plan were still outstanding and restricted stock granted under the 2000 Stock Incentive Plan was still outstanding. The 1995 Stock Option Plan and the 2000 Stock Incentive Plan have expired by their terms and no further awards will be granted under the 1995 Stock Option Plan or the 2000 Stock Incentive Plan. The 2004 Director Plan replaced the 1995 Non-Employee Director Plan, and no further grants of stock options will occur under the 1995 Non-Employee Director Plan. All six plans were adopted by the Board and approved by the Company's shareholders.

The 2004 Stock Incentive Plan (the "2004 Incentive Plan") authorizes the Company to grant awards with respect to a total of 2,700,000 shares of Common Stock. The stock options awarded under the 2004 Incentive Plan are exercisable at any time or in any installments as determined by the compensation committee of the Board at the time of grant and may be either incentive or non-qualified stock options under the Internal Revenue Code, as determined by the compensation committee. The exercise price for stock option grants cannot be lower than the closing price of the Common Stock on the date of grant. At June 30, 2013, 8,203 shares of Common Stock remained available for grant under the 2004 Incentive Plan.

The 2004 Director Plan authorizes the Company to grant non-qualified stock options for up to 350,000 shares of Common Stock to non-employee directors of the Company. Each year on the date of the annual meeting of the shareholders and provided that a sufficient number of shares remain available under the 2004 Director Plan, there will automatically be granted to each eligible director an option to purchase shares of Common Stock in such amount as the Board determines based on a competitive review of comparable companies. Each option granted under the 2004 Director Plan on an annual shareholders meeting date will become exercisable three years from the date of grant if such person has continued to serve as a director until that date, unless exercisability of the option is accelerated due to death, disability or retirement in good standing at or after age 70. No option may be exercisable after the expiration of ten years from the date of grant. The exercise price will equal the closing price of the Common Stock on the date of grant. At June 30, 2013, 86,000 shares of Common Stock remained available for grant under the 2004 Director Plan.

The 2010 Stock Award and Incentive Plan (the "2010 Plan") authorizes the Company to grant awards with respect to a total of 1,100,000 shares of Common Stock of which a maximum of 550,000 shares may be awarded as full value awards. A full value award is any award other than a stock option or stock appreciation right, which is settled by the issuance of shares. The stock options awarded under the 2010 Plan are exercisable at any time or in any installments as determined by the compensation committee of the Board at the time of grant and may be either incentive or non-qualified stock options under the Internal Revenue Code, as determined by the compensation committee. The exercise price for stock option grants cannot be lower than the closing price of the Common Stock on the date of grant. At June 30, 2013, 866,201 shares of Common Stock remained available for grant under the 2010 Plan, of which 438,534 shares can be issued as full value shares.

For the years ended June 30, 2013, 2012 and 2011, total share-based compensation expense charged against income for all stock plans was as follows:


	Year Ended June 30,
(Amounts in millions)	2013		2012		2011
Stock options	$	1.7	$	1.5	$	1.8
Employee stock purchase plan		0.8		0.8		0.6
Restricted stock/restricted stock units		3.1		2.8		2.5
Total share-based compensation expense	$	5.6	$	5.1	$	4.9

Tax benefit related to compensation cost	$	0.9	$	1.1	$	0.9

As of June 30, 2013, there were approximately $5.9 million of unrecognized compensation costs related to non-vested share-based arrangements granted under the Company's share-based compensation plans. These costs are expected to be recognized over a weighted-average period of approximately three years.

Stock Options

On August 5, 2013, the compensation committee of the Board approved the grant to certain employees of stock options to purchase shares of Common Stock. The stock options are due to vest in equal thirds over a three-year period on dates that are two business days after the Company's financial results for each of the fiscal years ending June 30, 2014, 2015 and 2016, are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. The stock option grants are expected to be effective on August 12, 2013, the second business day after the Company's financial results for the fiscal year ending June 30, 2013 are scheduled to be publicly announced (the "2013 Equity Grant Date"), and will have a total aggregate compensation amount of approximately $1.4 million. The closing price of the common stock on the effective date of grant will be used to establish (i) the exercise price, and (ii) the total number of stock options to be granted based on the Black-Scholes option model. The options expire ten years from the date of grant.

Year Ended June 30, 2013. On August 13, 2012, the Board granted to employees stock options for 72,700 shares of Common Stock. The stock options are due to vest in equal thirds over a three-year period on dates that are two business days after the Company's financial results for each of the fiscal years ending June 30, 2013, 2014 and 2015, are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. The exercise price of those stock options is $45.95 per share, which was the closing price of the Common Stock on the effective date of grant. The weighted-average grant date fair value of options granted was $20.42 per share based on the Black-Scholes option pricing model. The options expire ten years from the date of grant.

On November 7, 2012, the date of the Company's 2012 annual shareholders meeting, the Company granted stock options for an aggregate of 17,400 shares of Common Stock to six non-employee directors under the Company's 2004 Director Plan. All of the stock options granted on November 7, 2012, are exercisable three years from the date of grant if such persons continue to serve as a director until that date. The exercise price of those stock options is $46.61 per share, which was the closing price of the Common Stock on the date of grant. The weighted-average grant date fair value of options granted was $20.66 per share based on the Black-Scholes option pricing model. The options expire ten years from the date of grant.

Year Ended June 30, 2012. On August 15, 2011, the Board granted to employees stock options for 95,500 shares of Common Stock. The stock options are due to vest in equal thirds over a three-year period on dates that are two business days after the Company's financial results for each of the fiscal years ending June 30, 2012, 2013 and 2014, are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. The exercise price of those stock options is $31.78 per share, which was the closing price of the Common Stock on the effective date of grant. The weighted-average grant date fair value of options granted was $14.51 per share based on the Black-Scholes option pricing model. The options expire ten years from the date of grant.

On November 9, 2011, the date of the Company's 2011 annual shareholders meeting, the Company granted stock options for an aggregate of 24,000 shares of Common Stock to six non-employee directors under the Company's 2004 Director Plan. All of the stock options granted on November 9, 2011, are exercisable three years from the date of grant if such persons continue to serve as a director until that date. The exercise price of those stock options is $33.19 per share, which was the closing price of the Common Stock on the date of grant. The weighted-average grant date fair value of options granted was $14.93 per share based on the Black-Scholes option pricing model. The options expire ten years from the date of grant.

Year Ended June 30, 2011. On August 16, 2010, the Board granted to employees stock options for 171,700 shares of Common Stock. The stock options are due to vest in equal thirds over a three-year period on dates that are two business days after the Company's financial results for each of the fiscal years ending June 30, 2011, 2012 and 2013, are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. The exercise price of those stock options is $16.15 per share, which was the closing price of the Common Stock on the effective date of grant. The weighted-average grant date fair value of options granted was $7.22 per share based on the Black-Scholes option pricing model. The options expire ten years from the date of grant.

On November 1, 2010, the date of the Company's 2010 annual shareholders meeting, the Company granted stock options for an aggregate of 39,600 shares of Common Stock to six non-employee directors under the Company's 2004 Director Plan. All of the stock options granted on November 1, 2010, are exercisable three years from the date of grant if such persons continue to serve as a director until that date. The exercise price of those stock options is $20.69 per share, which was the closing price of the Common Stock on the date of grant. The weighted-average grant date fair value of options granted was $9.13 per share based on the Black-Scholes option pricing model. The options expire ten years from the date of grant.

The option activities under the Company's stock option plans are as follows:


	Year Ended June 30,
	2013				2012				2011
			Weighted				Weighted				Weighted
			Average				Average				Average
			Exercise				Exercise				Exercise
	Shares		Price		Shares		Price		Shares		Price
Beginning outstanding options	1,936,023		$	18.67	2,314,949		$	17.14	3,469,284		$	16.36
New grants	90,100			46.08	119,500			32.06	211,300			17.00
Exercised	(581,686	)		16.07	(484,426	)		14.80	(1,353,435	)		15.09
Canceled/Expired	(5,034	)		23.19	(14,000	)		14.35	(12,200	)		22.12
Ending outstanding options	1,439,403		$	21.41	1,936,023		$	18.67	2,314,949		$	17.14

Exercisable at end of period	1,169,828		$	19.00	1,536,448				1,747,007

Weighted average fair value per share of options
granted during the year			$	20.47			$	14.60			$	7.58


Options Outstanding				Options Exercisable
		Number	Weighted			Number	Weighted
		Outstanding	Average	Weighted		Exercisable	Average	Weighted
Range of		as of	Remaining	Average		as of	Remaining	Average
Exercise		June 30,	Contractual	Exercise		June 30,	Contractual	Exercise
Price		2013	Life	Price		2013	Life	Price
$	9.33– $17.00	449,268	5.5	$	13.83	394,798	5.2	$	13.50
$	17.01– $22.00	440,700	3.9	$	19.71	401,100	3.5	$	19.61
	$22.01 – Over	549,435	5.4	$	28.99	373,930	3.8	$	24.14
		1,439,403	4.9	$	21.41	1,169,828	4.2	$	19.00

The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of the option. The intrinsic value of stock options is as follows:


	Year Ended June 30,
(Amounts in millions)	2013		2012		2011
Stock options outstanding and exercisable at end of period	$	30.5	$	31.3	$	19.1
Stock options exercised during fiscal year (based on average
price during the period)	$	17.5	$	9.9	$	12.0

The weighted-average grant-date fair value of options granted during the years ended June 30, 2013, 2012 and 2011, was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:


	Year Ended June 30,
	2013		2012		2011
Expected dividend yield	0.00	%	0.00	%	0.00	%
Expected price volatility	58.0	%	58.0	%	56.0	%
Risk-free interest rate	0.70-0.80%		1.29-1.91%		1.68-2.22%
Expected life of options in years	4		4		4

Employee Stock Purchase Plan. Through November 30, 2011, the Company had an Employee Stock Purchase Plan (the "2002 ESPP") under which employees in certain countries were permitted to deposit after tax funds from their wages for purposes of purchasing Common Stock at a 15% discount from the lowest of the closing price of the Common Stock at either the start of the contribution period or the end of the contribution period. The 2002 ESPP terminated on November 30, 2011 at the conclusion of the last offering under the 2002 ESPP.

On August 9, 2011, the Board approved the Company's 2011 Employee Stock Purchase Plan (the "2011 ESPP") because the shares of Common Stock available under the 2002 ESPP were soon to be exhausted. The 2011 ESPP authorizes the issuance of up to 1,000,000 shares of Common Stock under terms and conditions that are, in all material respects, the same as those in the 2002 ESPP. The 2011 ESPP was approved by the Company's shareholders at the Company's 2011 annual shareholders meeting in November 2011, and became effective on December 1, 2011. On May 30, 2013 and November 30, 2012 purchases of Common Stock occurred under this plan for 30,240 shares and 36,483 shares, respectively. The next purchase under the 2011 ESPP will be consummated on November 29, 2013. At June 30, 2013, 898,053 shares of Common Stock remained available for purchase under the 2011 ESPP.

Restricted Stock/Restricted Stock Units

On August 5, 2013, the compensation committee of the Board approved the grant to certain employees of service-based restricted stock units. The service-based restricted stock units will vest in equal thirds over a three-year period on a date that is two business days after the Company's financial results for each of the years ending June 30, 2014, 2015 and 2016 are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. These restricted stock unit grants will have a total aggregate compensation amount of approximately $3.2 million. Also, on August 5, 2013, the compensation committee of the Board approved the additional grant to certain employees of a special retention award of service-based restricted stock units. This special award of service-based restricted stock units will vest in equal thirds over a three-year period on a date that is two business days after the Company's financial results for each of the years ending June 30, 2016, 2017 and 2018 are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. These special restricted stock unit grants will have a total aggregate compensation amount of approximately $3.5 million. All of these grants of restricted stock units are expected to be effective on the 2013 Equity Grant Date and the number of restricted stock units granted will be based on the closing price of the Company's common stock on the effective date of grant. All of these restricted stock unit grants are recorded as additional paid-in capital in shareholders' equity as amortization occurs over the applicable vesting period.

On August 5, 2013, the compensation committee of the Board also approved the grant of performance-based restricted stock units to the chief executive officer having a compensation value of approximately $1.0 million, effective on the 2013 Equity Grant Date. The vesting of these performance-based restricted stock units is subject to both performance and service criteria. The actual number of performance-based restricted stock units eligible for vesting will be determined based on the Company's achievement of specified earnings per share and revenue targets for the fiscal year ending June 30, 2014. The number of performance-based restricted stock units that are determined to be eligible to vest based on the Company's achievement of such performance criteria will then vest in three equal installments on the date that is two business days after the Company's financial results for each of the years ending June 30, 2014, June 30, 2015 and June 30, 2016 are publicly announced, subject to the continued employment of the chief executive through the applicable vesting date. The closing price of the common stock on the 2013 Equity Grant Date will be used to establish the specific number of performance-based restricted stock units that will be granted to the chief executive officer.

Year Ended June 30, 2013. On August 13, 2012, the Board granted to employees 72,700 service-based restricted stock units. The service-based restricted stock units vest in equal thirds over a three-year period on the date that is two business days after the Company's financial results for each of the years ending June 30, 2013, 2014 and 2015 are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. The fair value of the service-based restricted stock units granted was $45.95 per share, equal to the closing price of the Company's common stock on the date of grant. The service-based restricted stock units are recorded as additional paid-in capital in shareholders' equity as amortization occurs over the three-year vesting period.

On August 13, 2012, the Board also granted 19,000 performance-based restricted stock units to the chief executive officer. The vesting of these performance-based restricted stock units is subject to both performance and service criteria. The actual number of performance-based restricted stock units eligible for vesting will be determined based on the Company's achievement of specified earnings per share and revenue targets for the fiscal year ending June 30, 2013. The number of performance-based restricted stock units that are determined to be eligible to vest based on the Company's achievement of such performance criteria will then vest in three equal installments on the date that is two business days after the Company's financial results for each of the years ending June 30, 2013, June 30, 2014 and June 30, 2015 are publicly announced, subject to the continued employment of the chief executive through the applicable vesting date. Based on the earnings per share and revenue amounts for the fiscal year ended June 30, 2013, 6,111 shares were determined to be eligible for vesting. The fair value of the performance-based restricted stock units granted was $45.95 per share, equal to the closing price of the Company's common stock on the date of grant. The performance-based restricted stock units are recorded as additional paid-in capital in shareholders' equity as amortization occurs over the three-year vesting period.

Year Ended June 30, 2012. On August 15, 2011, the Board granted to employees 98,300 service-based restricted stock units. The service-based restricted stock units vest in equal thirds over a three-year period on the date that is two business days after the Company's financial results for each of the years ending June 30, 2012, 2013 and 2014 are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. The fair value of the service-based restricted stock units granted was $31.78 per share, equal to the closing price of the Company's common stock on the date of grant. The service-based restricted stock units are recorded as additional paid-in capital in shareholders' equity as amortization occurs over the three-year vesting period.

Year Ended June 30, 2011. On November 2, 2010, 26,500 shares of service-based restricted stock were granted to employees of the Company. The grant of service-based restricted stock was originally approved on August 9, 2010 by the compensation committee of the Board, subject to shareholder approval of the 2010 Plan at the November 1, 2010 annual shareholders meeting and filing of a registration statement on Form S-8 relating to the Plan. The service-based restricted stock vests in equal thirds on the date that is two business days after the Company's financial results for each of the years ending June 30, 2011, 2012 and 2013 are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. The fair value of the service-based restricted stock granted was $21.07 per share, equal to the closing price of the Company's Common Stock on the date of grant. The service-based restricted stock is recorded as additional paid-in capital in shareholders' equity as amortization occurs over the vesting period.

On August 16, 2010, the Board granted to employees 146,400 shares of service-based restricted stock. The service-based restricted stock vests in equal thirds over a three-year period on the date that is two business days after the Company's financial results for each of the years ending June 30, 2011, 2012 and 2013 are publicly announced, but only if the person receiving the grant is still employed by the Company at the time of vesting. The fair value of the service-based restricted stock granted was $16.15 per share, equal to the closing price of the Company's Common Stock on the date of grant. The service-based restricted stock is recorded as additional paid-in capital in shareholders' equity as amortization occurs over the three-year vesting period.

A summary of the Company's restricted stock and restricted stock unit activity for the year ended June 30, 2013, is presented below:


		Weighted Average
	Shares	Grant Date
Restricted Stock	(000)	Fair Value
Non-vested at July 1, 2012	202	$	13.66
Granted	-	$	-
Vested	(144)	$	12.36
Forfeited/Cancelled	(3)	$	16.91
Non-vested at June 30, 2013	55	$	16.90


		Weighted Average
	Shares	Grant Date
Restricted Stock Units	(000)	Fair Value
Non-vested at July 1, 2012	98	$	31.78
Granted	92	$	45.95
Vested	(33)	$	31.78
Forfeited/Cancelled	(2)	$	31.78
Non-vested at June 30, 2013	155	$	40.17