Quarterly report pursuant to Section 13 or 15(d)

Employee Benefits and Share Option Plans

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Employee Benefits and Share Option Plans
6 Months Ended
Jun. 30, 2015
Postemployment Benefits [Abstract]  
Employee Benefits and Share Option Plans
8. Employee Benefits and Share Option Plans

 

Share Option Awards

 

The following is a summary of option activity under our share option plan for the six months ended June 30, 2015:

 

    Number of Share Option
Awards
    Weighted-Average Exercise
Price
    Weighted-
Average
Contractual
Term
    Aggregate
Intrinsic Value
 
    Time-Based
Awards
    Performance-
Based Awards
    Time-Based
Awards
    Performance-
Based Awards
    (years)     (in thousands)  
Outstanding as of January 1, 2015     6,079,881       1,457,314     $ 29.92     $ 19.00       7.61     $ 142,831  
Granted     250,000             47.67                        
Exercised     (1,799,944 )     (341,300 )     26.97       19.00                  
Forfeited and cancelled     (819,137 )     (477,611 )     31.99       19.00                  
Outstanding as of June 30, 2015     3,710,800       638,403       32.09       19.00       7.61       112,508  

 

The total intrinsic value of options exercised during the three and six months ended June 30, 2015 was $4.7 million and $49.5 million, respectively, and total cash received by the Company from options exercised was $3.2 million and $55.0 million for the three and six months ended June 30, 2015, respectively. Share-based compensation expense for the three months ended June 30, 2015 was $2.2 million and for the six months ended June 30, 2015 was $14.2 million, which includes $8.2 million related to the acceleration of certain equity awards of the former President and Chief Executive Officer, and was recorded in marketing, general and administrative expense.

 

On July 1, 2015, we granted approximately 3.4 million share option awards to our employees at an exercise price of $56.19 with a contractual term of ten years. On August 4, 2015, we granted to our employees approximately 689.0 thousand share option awards at an exercise price of $59.43 with a contractual term of ten years. The share option awards vest equally over three years. In addition, on August 4, 2015, we entered into an amendment to the employment agreement with our President and Chief Executive Officer pursuant to which we granted 625.0 thousand time-based share option awards and 625.0 thousand performance-based share option awards at an exercise price of $59.43 with a contractual term of ten years. The time-based share option awards vest 50% on June 30, 2017 and 50% on June 30, 2019. The performance-based share option awards vest upon certain hurdles being achieved. We also granted to our President and Chief Executive Officer 150.0 thousand restricted share units which ratably vest over four years through June 30, 2019 and 150.0 thousand performance-based restricted share units which vest upon certain hurdles being achieved.

 

Restricted Ordinary Share Awards

 

The following is a summary of restricted ordinary share activity for the six months ended June 30, 2015:

 

    Number of
Time-Based
Awards
    Weighted-
Average Grant
Date Fair Value 
    Number of
Performance-
Based Awards 
    Weighted-
Average Grant
Date Fair Value
 
Non-vested as of January 1, 2015     196,644     $ 3.43       1,208,608     $ 3.37  
Granted     4,815       46.70              
Vested     (26,059 )     10.38       (56,687 )     4.13  
Forfeited or Expired     (73,476 )     2.68       (587,869 )     2.79  
Non-vested and expected to vest as of June 30, 2015     101,924       4.24       564,052       3.90  

 

Other Employee Matters

 

On January 8, 2015, Kevin M. Sheehan resigned as President and Chief Executive Officer of the Company, together with all of his positions and offices with the Company and its subsidiaries or affiliates, effective immediately. In connection with Mr. Sheehan’s resignation from the Company, Mr. Sheehan and the Company entered into a Separation Agreement and Release (the “Separation Agreement”). The Separation Agreement sets forth the terms of Mr. Sheehan’s resignation from the Company, including, among other things, a general release of claims in favor of the Company and certain non-competition, non-solicitation, confidentiality and cooperation undertakings. The Separation Agreement also provides that Mr. Sheehan will receive (i) all of his accrued and unpaid base salary (and accrued and unpaid vacation time) through January 8, 2015 (the “Effective Date”), (ii) his previously approved bonus payment for fiscal year 2014 of $1,627,500, (iii) a one-time cash separation payment in an amount equal to his base salary and target bonus and (iv) vesting of a portion of his outstanding unvested equity-based awards as of the Effective Date, and all remaining unvested equity-based awards shall immediately terminate, expire and be forfeited as of the Effective Date. This resulted in a total severance expense of $13.4 million of which $8.2 million was due to the acceleration of the equity-based awards which was recorded in marketing, general and administrative expense in January 2015.

 

Effective as of January 8, 2015, Frank J. Del Rio was appointed President and Chief Executive Officer of the Company.