GPS » Topics » Compensation Cost for Stock Units

This excerpt taken from the GPS 10-K filed Mar 27, 2009.

Compensation Cost for Stock Units

Under the 2006 Plan, units are granted to employees and members of the Board of Directors whereby one share of common stock is issued for each unit as the unit vests (“Stock Units”). Vesting is based on continued service by the employee and is immediate in the case of members of the Board of Directors. In some cases, vesting is subject to the attainment of a pre-determined financial target (“Performance Shares”).

In accordance with SFAS 123(R), we recognize the estimated share-based compensation cost of Stock Units net of estimated forfeitures. Prior to the adoption of SFAS 123(R), we recognized share-based compensation expense related to Stock Units based on actual forfeitures. As such, we evaluated the need to record a cumulative effect adjustment for estimated forfeitures upon the adoption of SFAS 123(R). Because the adjustment was not material, it was recognized as a credit to operating expenses in the first quarter of fiscal 2006.

 

56      GAP INC. FORM 10-K


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We evaluate the probability that the Performance Shares will vest at the end of each reporting period. We record share-based compensation cost based on the grant-date fair value and the probability that the pre-determined financial target will be achieved.

A summary of Stock Unit activity under the 2006 Plan for fiscal 2008 is as follows:

 

     Shares     Weighted-Average
Grant-Date

Fair Value

Balance at February 2, 2008

   8,169,093     $ 18.16

Granted

   4,048,873     $ 18.15

Vested

   (1,518,487 )   $ 18.49

Forfeited

   (1,262,803 )   $ 18.35
        

Balance at January 31, 2009

   9,436,676     $ 18.20
        

A summary of additional information about Stock Units is as follows:

 

     Fiscal Year
     2008    2007    2006

Weighted-average fair value per share of Stock Units granted

   $ 18.15    $ 17.63    $ 18.37

Grant-date fair value of Stock Units vested (in millions)

   $ 28    $ 11    $ 10

The aggregate intrinsic value of unvested Stock Units at January 31, 2009 was $106 million with a weighted-average remaining contractual life of 1.95 years.

At January 31, 2009, there was $50 million (before any related tax benefit) of unrecognized share-based compensation, adjusted for estimated forfeitures, related to unvested Stock Units that is expected to be recognized over a weighted-average period of 2.83 years. Total unrecognized share-based compensation may be adjusted for future changes in estimated forfeitures.

These excerpts taken from the GPS 10-K filed Mar 28, 2008.

Compensation Cost for Stock Units

Under the 2006 Plan, units are granted to employees and members of the Board of Directors whereby one share of common stock is issued for each unit as the unit vests (“Stock Units”). Vesting is based on continued service by the employee and is immediate in the case of members of the Board of Directors. In some cases, vesting is subject to the attainment of a pre-determined financial target (“Performance Shares”).

In accordance with SFAS 123(R), we recognize the estimated share-based compensation cost of Stock Units, net of estimated forfeitures. Prior to the adoption of SFAS 123(R), we recognized share-based compensation expense related to Stock Units based on actual forfeitures. As such, we evaluated the need to record a cumulative effect adjustment for estimated forfeitures upon the adoption of SFAS 123(R). Because the adjustment was not material, it was recognized as a credit to operating expenses in the first quarter of fiscal 2006.

We evaluate the probability that the Performance Shares will vest at the end of each reporting period. We record share-based compensation cost based on the grant-date fair value and the probability that the pre-determined financial target will be achieved.

 

Gap Inc. Form 10-K  57


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A summary of Stock Unit activity under the 2006 Plan as of February 2, 2008 and changes during fiscal 2007 are presented below:

 

     Shares     Weighted-Average
Grant-Date

Fair Value

Balance at February 3, 2007

   4,916,773     $ 19.23

Granted

   6,048,873     $ 17.63

Vested

   (921,096 )   $ 17.97

Forfeited

   (1,875,457 )   $ 18.35
        

Balance at February 2, 2008

   8,169,093     $ 18.16
        

The weighted-average fair value of Stock Units granted during fiscal 2007, 2006, and 2005 was $17.63, $18.37, and $21.37 per share, respectively. The fair value of Stock Units that vested during fiscal 2007 and 2006 was $11 million and $10 million, respectively. No Stock Units vested in fiscal 2005.

The aggregate intrinsic value of unvested Stock Units at February 2, 2008 was $12 million with a weighted-average remaining contractual life of 2.4 years.

At February 2, 2008, there was $46 million (before any related tax benefit) of unrecognized share-based compensation, adjusted for estimated forfeitures, related to unvested Stock Units that is expected to be recognized over a weighted-average period of 3.4 years. Total unrecognized share-based compensation may be adjusted for future changes in estimated forfeitures.

Compensation Cost for Stock Units

STYLE="margin-top:6px;margin-bottom:0px">Under the 2006 Plan, units are granted to employees and members of the Board of Directors whereby one share of common stock is issued for each unit as the unit vests (“Stock
Units”). Vesting is based on continued service by the employee and is immediate in the case of members of the Board of Directors. In some cases, vesting is subject to the attainment of a pre-determined financial target (“Performance
Shares”).

In accordance with SFAS 123(R), we recognize the estimated share-based compensation cost of Stock Units, net of estimated forfeitures. Prior to the
adoption of SFAS 123(R), we recognized share-based compensation expense related to Stock Units based on actual forfeitures. As such, we evaluated the need to record a cumulative effect adjustment for estimated forfeitures upon the adoption of SFAS
123(R). Because the adjustment was not material, it was recognized as a credit to operating expenses in the first quarter of fiscal 2006.

We evaluate the
probability that the Performance Shares will vest at the end of each reporting period. We record share-based compensation cost based on the grant-date fair value and the probability that the pre-determined financial target will be achieved.

 


Gap Inc. Form 10-KSIZE="1">  57







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A summary of Stock Unit activity under the 2006 Plan
as of February 2, 2008 and changes during fiscal 2007 are presented below:

 











































































   Shares  Weighted-Average
Grant-Date

Fair Value

Balance at February 3, 2007

  4,916,773  $19.23

Granted

  6,048,873  $17.63

Vested

  (921,096) $17.97

Forfeited

  (1,875,457) $18.35
     

Balance at February 2, 2008

  8,169,093  $18.16
     

The weighted-average fair value of Stock Units granted during fiscal 2007, 2006, and 2005 was $17.63, $18.37, and $21.37 per
share, respectively. The fair value of Stock Units that vested during fiscal 2007 and 2006 was $11 million and $10 million, respectively. No Stock Units vested in fiscal 2005.

FACE="ARIAL" SIZE="2">The aggregate intrinsic value of unvested Stock Units at February 2, 2008 was $12 million with a weighted-average remaining contractual life of 2.4 years.

FACE="ARIAL" SIZE="2">At February 2, 2008, there was $46 million (before any related tax benefit) of unrecognized share-based compensation, adjusted for estimated forfeitures, related to unvested Stock Units that is expected to be recognized
over a weighted-average period of 3.4 years. Total unrecognized share-based compensation may be adjusted for future changes in estimated forfeitures.

SIZE="2">Compensation Cost for Performance Units

Under the 2006 Plan, some Stock Units are granted to certain employees only after the achievement of
pre-determined performance metrics at the end of an annual performance period. These rights are referred to as Performance Units herein. Once the Stock Unit is granted, vesting is then subject to continued service by the employee.

STYLE="margin-top:12px;margin-bottom:0px">In accordance with SFAS 123(R), at the end of each reporting period, we evaluate the probability that Stock Units will be granted for outstanding Performance Units. We record
share-based compensation cost based on the probability that the performance metrics will be achieved, with an offsetting increase to current liabilities. We revalue the liability at the end of each reporting period and record an adjustment to
share-based compensation as required, based on the probability that the performance metrics will be achieved. Upon achievement of the performance metrics, a Stock Unit is granted. At that time, the associated liability is reclassified to
stockholders’ equity.

Out of 6,048,873 Stock Unit grants in fiscal 2007, 119,102 Stock Units were granted for Performance Units outstanding in fiscal 2006.
During fiscal 2006 and 2005, no Stock Units were granted for previously outstanding Performance Units.

At February 2, 2008, the liability related to
outstanding Performance Units was $3 million, which is included in accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheet.

SIZE="2">Employee Stock Purchase Plan

Prior to December 1, 2006, under our Employee Stock Purchase Plan (“ESPP”), eligible U.S. employees could
purchase our common stock at 85 percent of the lower of the closing price on the New York Stock Exchange on the first or last day of the six-month purchase period (“Option Feature”). After December 1, 2006, eligible U.S. employees are
able to purchase our common stock at 85 percent of the closing price on the New York Stock

 


58  Gap Inc. Form 10-K







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Exchange on the last day of the three-month purchase period. Accordingly, compensation cost is equal to the 15 percent discount and the Black-Scholes-Merton
option-pricing model is no longer used to estimate the fair value of the ESPP Option Feature after December 1, 2006. Employees pay for their stock purchases through payroll deductions at a rate equal to any whole percentage from 1 percent to 15
percent. There were 1,485,699, 1,613,116, and 1,700,444 shares issued under the ESPP during fiscal 2007, 2006, and 2005, respectively. All shares for ESPP purchases are issued from treasury stock. At February 2, 2008, there were 3,803,143
shares reserved for future issuances.

The fair value of the ESPP Option Feature was estimated using the Black-Scholes-Merton option-pricing model for fiscal 2006
and 2005 with the following assumptions:

 




















































   53 Weeks Ended
February 3, 2007
  52 Weeks Ended
January 28, 2006
 

Expected term (in years)

  0.5  0.5 

Expected volatility

  25.1% 21.8%

Dividend yield

  1.4% 0.8%

Risk-free interest rate

  4.8% 4.1%

The average discounted price of ESPP purchases in fiscal 2007 was $16.34 per share. The weighted-average fair value of ESPP
shares for fiscal 2006 was $3.99, which included a weighted average fair value of $2.65 for compensation cost associated with the purchase discount in accordance with SFAS 123(R). The weighted-average fair value of ESPP shares for fiscal 2005 was
$1.38, which was not recorded as additional compensation cost during the period in accordance with APB 25.

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