Discover 2011 Annual Report Download - page 136

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124
that the Company acquires in the open market. Annual awards for eligible directors are calculated by dividing $125,000 by the
fair market value of a share of stock on the date of grant and are subject to a restriction period whereby 100% of such units
shall vest on the first anniversary of the date of grant.
Salary Paid In Shares. The Company paid a portion of certain employees' annual base salary in shares. During the years
ended November 30, 2011 and 2010 a total of 13 thousand and 454 thousand shares were granted to fund $0.3 million and $6.8
million of salary expense. Shares were fully vested at the date of grant and were subject to transfer restrictions which lapse
between June 30, 2011 and June 30, 2013 according to the salary stock grant date.
Stock-Based Compensation. The following table details the compensation cost, net of forfeitures, related to each of the
above plans (dollars in thousands):
Restricted stock units
Performance stock units
Salary paid in shares
Stock options
Total stock-based compensation expense
Income tax benefit
For the Years Ended
November 30,
2011
$ 33,411
10,113
253
$ 43,777
$ 16,513
2010
$ 30,245
6,820
16
$ 37,081
$ 13,762
2009
$ 42,733
156
$ 42,889
$ 16,006
On July 2, 2007, the Company issued “Founder's Grants” of RSUs to certain directors, executive officers and employees of the
Company in the aggregate amount of $134.1 million, which were subject to various vesting terms of up to four years. All of the
Founder's Grants RSUs were vested as of November 30, 2011. In connection with these awards, the Company recognized
expense of $2.7 million, $8.8 million, and $22.9 million, net of estimated forfeitures, for the years ended November 30, 2011,
2010 and 2009, respectively.
Restricted Stock Unit Activity. The following table sets forth the activity related to vested and unvested RSUs during the
year ended November 30, 2011.
Restricted stock units at November 30, 2010
Granted
Conversions to common stock
Forfeited
Restricted stock units at November 30, 2011
Number of Shares
4,864,934
2,515,530
(1,373,941)
(207,883)
5,798,640
Weighted-Average
Grant-Date
Fair Value
$17.48
$19.57
$17.84
$16.92
$18.32
Aggregate
Intrinsic Value
(in thousands)
$138,124
The following table sets forth the activity related to unvested RSUs during the year ended November 30, 201l:
Unvested restricted stock units at November 30, 2010(1)
Granted
Vested
Forfeited
Unvested restricted stock units at November 30, 2011
Number of Shares
3,158,725
2,515,530
(1,743,823)
(207,883)
3,722,549
Weighted-Average
Grant-Date Fair Value
$16.41
$19.57
$20.10
$16.92
$16.79
(1) Unvested restricted stock units represent awards where recipients have yet to satisfy either explicit vesting terms or retirement-eligibility requirements.
Compensation cost associated with restricted stock units is determined based on the number of units granted and the fair
value on the date of grant. The fair value is amortized on a straight-line basis, net of estimated forfeitures over the requisite
service period for each separately vesting tranche of the award. The requisite service period is generally the vesting period.
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