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9. STOCK-BASED COMPENSATION
In 2006, we adopted SFAS No. 123(R), “Share-Based
Payment.” This statement requires us to expense the fair
value of grants of various stock-based compensation
programs over the vesting period of the awards. We used
the “Modified Prospective Application” transition method
whereby we did not restate prior year financial statements.
Compensation expense is calculated and recorded
beginning in 2006 as follows:
Awards Granted After November 30, 2005 – Awards
are calculated at their fair value at date of grant. The resulting
compensation expense is recorded in the income
statement ratably over the shorter of the period until vesting
or the employee’s retirement eligibility date. For
employees eligible for retirement on the date of grant,
compensation expense is recorded immediately.
Awards Granted Prior to November 30, 2005 –
Awards were calculated at their fair value at the date of
original grant. Compensation expense for the unvested
portion of these options at December 1, 2005 is recorded
in the income statement ratably over the remaining vesting
period without regard to the employee’s retirement
eligibility. Upon retirement, any unrecorded compensation
expense will be recorded immediately.
For all grants, the amount of compensation expense to
be recorded is adjusted for an estimated forfeiture rate
which is based on historical data.
The table below presents the impact of stock-based
compensation expense for 2007 and 2006. Only nominal
amounts of stock-based compensation expense were
charged against income in 2005 as we applied the provisions
of APB No. 25 to this period.
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The stock-based compensation expense recorded in
restructuring charges was for the acceleration of vesting
in accordance with the provisions of the award for
employees who were part of our severance charges (see
note 3).
Total unrecognized stock-based compensation expense
at November 30, 2007 and 2006 was $11.6 million and
$19.5 million, respectively, and the weighted-average
period over which these will be recognized are 1.1 years
and 1.3 years, respectively.
SFAS No. 123(R) also requires that the tax benefit from
the exercise of options in excess of the tax benefit from
the compensation expense recorded for those options be
included in the cash flow statement as a cash inflow from
financing activities. In 2005, these tax benefits had been
reflected as a cash inflow from operations. The 2005 cash
flow statement has not been restated. This excess tax
benefit was $9.4 million, $9.5 million and $13.8 million for
2007, 2006 and 2005, respectively.
We have two types of stock-based compensation
awards: restricted stock units (RSUs) and stock options,
including grants under an employee stock purchase
plan (ESPP). Below, we have summarized the key terms
and methods of valuation for our stock-based compensation
awards:
RSUs
RSUs are valued at the market price of the underlying
stock on the date of grant. Substantially all of the RSUs
vest over a two-year term and are expensed ratably over
that period, subject to the retirement eligibility rules
discussed above.
Stock Options
ESPP – We have an ESPP which enables employees to
purchase McCormick common stock non-voting at the
lower of the stock price at the grant date or purchase
date. This plan has a two-year term and is expensed
ratably over the life of the grant. Historically, we have
adopted a new ESPP upon the expiration of an existing
plan. The last plan was offered in May 2007.
We value our ESPP using the Black-Scholes option pricing
model which uses the assumptions shown in the table
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