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Table of Contents AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following is a summary of the changes in non-vested restricted incentive shares for the fiscal year ended June 28, 2014 :
As of June 28, 2014 , there was $51.7 million of total unrecognized compensation expense related to non-
vested restricted incentive shares,
which is expected to be recognized over a weighted-average period of 2.3
years. The total fair value of restricted incentive shares vested during
fiscal 2014 , 2013 and 2012 was $30.5 million , $25.4 million and $19.5 million , respectively.
Performance shares
Eligible employees, including Avnet’s executive officers, may receive a portion of their long-term stock-
based incentive compensation
through the performance share program, which allows for the vesting of shares based upon achievement of certain performance-
based criteria
(“Performance Share Program”). The Performance Share Program provides for the vesting to each grantee of a number of shares of Avnet’
s
common stock at the end of a three-year period based upon the Company’
s achievement of certain performance goals established by the
Compensation Committee of the Board of Directors for each Performance Share Program three-
year period. The performance goals consist of
measures of economic profit and total shareholder return.
During fiscal 2014 , 2013 and 2012 , the Company granted 0.2 million , 0.3 million and 0.3 million
performance shares, respectively, of
which approximately none have been forfeited. The actual amount of performance shares vested at the end of each three-
year period is measured
based upon the level of achievement of the defined performance goals and can range from 0% to 200%
of the initial award grant. During fiscal
2014 , 2013 and 2012 , the Company recognized stock-based compensation expense associated with the Performance Share Program of
$5.8
million , $11.9 million and $10.5 million , respectively.
Director stock-based compensation
Non-employee directors are awarded shares equal to a fixed dollar amount of Avnet common stock upon their re-
election each year, as part
of their director compensation. Directors may elect to receive this compensation in the form of common stock or they may elect to defer their
compensation to be paid in common stock at a later date. During fiscal 2014 , 2013 and 2012
, compensation expense associated with the outside
director stock-based compensation plan was $1.0 million , $1.0 million and $1.1 million , respectively.
Employee stock purchase plan
The Company has an Employee Stock Purchase Plan ("ESPP") under the terms of which eligible employees of the Company are allowed
to purchase shares of Avnet common stock at a price equal to 95%
of the fair market value on the last day of each monthly offering period. The
ESPP is not compensatory based on its terms.
The Company has a policy of repurchasing shares on the open market to satisfy shares purchased by employees under the ESPP, and
expects future repurchases during fiscal 2015 to be similar to the number of shares repurchased during fiscal 2014
, based on current estimates of
participation in the ESPP program. During each of fiscal 2014 , 2013 and 2012 , 0.06 million
shares of common stock were purchased under the
ESPP program.
13. Commitments and contingencies
Bell
During fiscal 2011, the Company recognized a contingent liability for potential unpaid import duties associated with the acquisition of
Bell. Prior to the acquisition of Bell by Avnet, Customs and Border Protection (“CBP”)
initiated a review of the importing process at one of
Bell’
s subsidiaries and identified compliance deficiencies. Subsequent to the acquisition of Bell by Avnet, CBP began a compliance audit. The
Company evaluated projected duties, interest and penalties that potentially may be
66
Shares
Weighted
Average
Grant-Date
Fair Value
Non-vested restricted incentive shares at June 29, 2013
2,009,510
$
29.62
Granted
1,060,152
39.05
Vested
(972,420
)
31.33
Forfeited
(95,355
)
$
33.54
Non-vested restricted incentive shares at June 28, 2014
2,001,887
$
33.60