9.    Share-Based Compensation

The Company has five share-based compensation plans, the WH Holdings (Cayman Islands) Ltd. Stock Incentive Plan, or the Management Plan, the WH Holdings (Cayman Islands) Ltd. Independent Directors Stock Incentive Plan, or the Independent Directors Plan, the Herbalife Ltd. 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan, the Amended and Restated Herbalife Ltd. 2005 Stock Incentive Plan, or the 2005 Stock Incentive Plan, and the Amended and Restated Herbalife Ltd. Independent Directors Deferred Compensation and Stock Unit Plan, or the Independent Director Stock Unit Plan. The Management Plan provided for the grant of options to purchase common shares of Herbalife to members of the Company’s management. The Independent Directors Plan provided for the grant of options to purchase common shares of Herbalife to the Company’s independent directors. The 2004 Stock Incentive Plan replaced the Management Plan and the Independent Directors Plan and after the adoption thereof, no additional awards were made under either the Management Plan or the Independent Directors Plan. However, the shares remaining available for issuance under these plans were absorbed by and became available for issuance under the 2004 Stock Incentive Plan. The 2005 Stock Incentive Plan replaced the 2004 Stock Incentive Plan and after the adoption thereof, no additional awards were made under the 2004 Stock Incentive Plan. The terms of the 2005 Stock Incentive Plan are substantially similar to the terms of the 2004 Stock Incentive Plan. The 2005 Stock Incentive Plan authorizes the issuance of 14,400,000 common shares pursuant to awards granted under the plan, plus any shares that remained available for issuance under the 2004 Stock Incentive Plan at the time of the adoption of the 2005 Stock Incentive Plan. The purpose of the Independent Directors Stock Unit Plan is to facilitate equity ownership in the Company by its independent directors through the award of stock units. At December 31, 2013, an aggregate of approximately 1.9 million common shares remain available for future issuance under the 2005 Stock Incentive Plan and the Independent Directors Stock Unit Plan.

The Company’s share-based compensation plans provide for grants of stock options, SARs, and stock units, which are collectively referred to herein as awards. Stock options typically vest quarterly over a five-year period or less, beginning on the grant date. Certain SARs vest quarterly over a five-year period beginning on the grant date. Other SARs vest annually over a three-year period. The contractual term of service condition stock options and SARs is generally ten years. Stock unit awards under the 2005 Incentive Plan, or Incentive Plan Stock Units, vest annually over a three year period which is equal to the contractual term. Stock units awarded under the Independent Directors Stock Unit Plan, or Independent Director Stock Units, vest at a rate of 25% on each January 15, April 15, July 15 and October 15. In January 2009, the Company moved to granting SARs instead of stock units for its independent directors. In March 2008, the Company granted stock unit awards to its Chairman and Chief Executive Officer, which vest over a four-year period at a rate of 30% during each of the first three years and 10% during the fourth year. In February 2009, the Company granted stock units and SARs to certain employees subject to continued service, one-third of which vest on the third anniversary of the date of grant, one-third of which vest on the fourth anniversary of the date of grant, and the remaining one-third of which vest on the fifth anniversary of the date of grant. In 2010, the Company granted other stock units to certain key employees subject to continued service, one half of which vest on the first anniversary of the date of the grant, and the remaining half of which vest on the second anniversary of the date of the grant.

Awards can be subject to the following: market and service conditions, or market condition awards; performance and service conditions, or performance condition awards; market, service and performance conditions, or market and performance condition awards; or be subject only to continued service with the Company, or service condition awards. All awards granted by the Company are market condition awards, performance condition awards, market and performance condition awards, or service condition awards. Unless otherwise determined at the time of grant, the value of each stock unit shall be equal to one common share of Herbalife. The Company’s stock compensation awards outstanding as of December 31, 2013 include stock options, SARs, and stock units.

In March 2008, the Company granted SARs with market conditions to its Chairman and Chief Executive Officer, which fully vested during 2012. These SARs vested at the end of four years subject to his continued employment through that date and the achievement of certain conditions related to the market value of the Company’s common shares. The market conditions included targets for stock price appreciation of both a 10% and a 15% compound annual growth rate. The fair value of these SARs was determined on the date of the grant using the Monte Carlo lattice model.

In August 2011, the Company granted SARs with market and performance conditions to its Chairman and Chief Executive Officer. These awards will vest on December 31, 2014, subject to his continued employment through that date, the Company’s stock price appreciating and exceeding a targeted price, and the Company’s achievement of certain volume point performance targets. The fair value of these SARs was determined on the date of the grant using the Monte Carlo lattice model.

In December 2013, the Company granted SARs to certain employees with performance conditions. These awards vest 20% on June 2014, 20% on June 2015, and 60% on June 2016, subject to achievement of certain sales leader retention metrics. The fair value of these SARs was determined on the date of grant using the Black-Scholes-Merton option pricing model. The compensation expense for these grants is recognized over the vesting term using the graded vesting method.

The Company records compensation expense over the requisite service period which is equal to the vesting period. For awards granted on or after January 1, 2006, the compensation expense is recognized on a straight-line basis over the vesting term. Stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of income. For the years ended December 31, 2013, 2012, and 2011, share-based compensation expense, relating to service condition awards, amounted to $24.6 million, $22.7 million, and $19.2 million, respectively. For the years ended December 31, 2012 and 2011, share-based compensation expense, relating to market condition awards, amounted to $0.7 million and $2.9 million, respectively. No share-based compensation expense related to market condition awards was recognized in the year ended December 31, 2013, as all market condition awards had vested prior to 2013. For the year ended December 31, 2013, share-based compensation expense, relating to performance condition awards, amounted to $0.3 million. For the year ended December 31, 2013, 2012 and 2011, share-based compensation expense, relating to market and performance condition awards, amounted to $4.5 million, $4.6 million and $1.4 million, respectively. For the years ended December 31, 2013, 2012, and 2011, the related income tax benefits recognized in earnings for all awards amounted to $10.4 million, $9.5 million, and $7.5 million, respectively.

As of December 31, 2013, the total unrecognized compensation cost related to non-vested service condition stock awards was $41.6 million and the related weighted-average period over which it is expected to be recognized is approximately 1.4 years. As of December 31, 2013, the total unrecognized compensation cost related to non-vested performance condition awards was $12.7 million and the related weighted-average period over which it is expected to be recognized is approximately 1.7 years. As of December 31, 2013, the total unrecognized compensation cost related to non-vested market and performance condition awards was $4.5 million and the related weighted-average period over which it is expected to be recognized is approximately 1.0 year.

For the years ended December 31, 2013, 2012, and 2011, excess tax benefits of $15.6 million, $29.7 million, and $26.2 million, respectively, were generated and recognized from exercises of awards.

Stock units are valued at the market value on the date of grant. The fair value of service condition SARs and performance condition SARs are estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The fair value of SARs with market conditions or with market and performance conditions are estimated on the date of grant using the Monte Carlo lattice model. Historically, the expected term of the SARs and stock options was based on the simple average of the average vesting period and the life of the award, or the simplified method. During the fourth quarter of 2011, the Company began calculating the expected term of its SARs based on historical data as more historical information was available. All groups of employees have been determined to have similar historical exercise patterns for valuation purposes. The expected volatility of the SARs and stock options are based upon the historical volatility of the Company’s common shares and it is also validated against the volatility rates of a peer group of companies. The risk free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the SARs and stock options. The expected dividend yield assumption is based on the Company’s historical and expected amount of dividend payouts.

There were no stock options granted during the years ended December 31, 2013, 2012, and 2011. The following table summarizes the weighted average assumptions used in the calculation of the fair value for service condition awards for the years ended December 31, 2013, 2012, and 2011:

 

		SARs												Independent Director’s SARs
		Year Ended December 31,												Year Ended December 31,
		2013				2012				2011				2013				2012				2011
Expected volatility			50.8	%			48.4	%			46.6	%			45.2	%			52.1	%			49.4	%
Dividends yield			1.7	%			2.7	%			1.5	%			1.5	%			2.7	%			1.5	%
Expected term			5.5 years				5.3 years				6.2 years				3.6 years				3.8 years				3.8 years
Risk-free interest rate			1.5	%			0.7	%			1.9	%			0.7	%			0.4	%			1.0	%

 

There were no performance condition awards granted during the years ended December 31, 2012 and 2011. For performance condition awards granted during the year ended December 31, 2013, the following table summarizes the weighted average assumptions used in the calculation of the fair value:

 

		SARs
		Year Ended December 31, 2013
Expected volatility			50.9	%
Dividends yield			1.5	%
Expected term			5.5 years
Risk-free interest rate			1.6	%

There were no market condition awards or market and performance condition awards granted during the years ended December 31, 2013 and 2012. For market and performance condition awards granted during the year ended December 31, 2011, the following table summarizes the weighted average assumptions used in the calculation of the fair value:

 

		SARs
		Year Ended December 31, 2011
Expected volatility			44.0	%
Dividends yield			1.4	%
Expected term			5.2 years
Risk-free interest rate			1.2	%

The following tables summarize the activity under all share-based compensation plans, which includes all stock awards, for the year ended December 31, 2013:

 

Stock Options & SARs		Awards				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term				Aggregate Intrinsic Value(1)
		(In thousands)												(In millions)
Outstanding at December 31, 2012(2) (3)			11,333			$	28.62				5.9 years			$	119.1
Granted(4)			1,176			$	76.40
Exercised			(305	)		$	25.76
Forfeited			(61	)		$	44.54
Outstanding at December 31, 2013(2) (3) (4)			12,143			$	33.24				5.3 years			$	552.9
Exercisable at December 31, 2013(3)			7,327			$	20.84				3.8 years			$	424.0

 

 

(1)	The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock award.

 

(2)	Includes 0.9 million SARs with market and performance conditions.

 

(3)	Includes 1.5 million SARs with market conditions.

 

(4)	Includes 0.4 million SARs with performance conditions.

The weighted-average grant date fair value of service condition SARs granted during the years ended December 31, 2013, 2012, and 2011 was $30.57, $15.36, and $21.23, respectively. The weighted-average grant date fair value of SARs with performance conditions granted during the year ended December 31, 2013 was $33.04. The weighted-average grant date fair value of SARs with market and performance conditions granted during the year ended December 31, 2011 was $17.37. The total intrinsic value of service condition stock options and SARs exercised during the years ended December 31, 2013, 2012, and 2011 was $16.1 million, $98.6 million, and $133.8 million, respectively. There were no market condition, performance condition, or market condition and performance condition SARs exercised during the years ended December 31, 2013, 2012, and 2011.

 

Incentive Plan and Independent Directors Stock Units		Shares				Weighted Average Grant Date Fair Value
		(In thousands)
Outstanding and nonvested at December 31, 2012			321.6			$	11.70
Granted			17.0			$	59.96
Vested			(193.7	)		$	13.88
Forfeited			(0.4	)		$	42.93
Outstanding and nonvested at December 31, 2013			144.5			$	14.36

The total vesting date fair value of stock units which vested during the years ended December 31, 2013, 2012, and 2011 was $7.3 million, $24.3 million, and $19.8 million, respectively.

Employee Stock Purchase Plan

During 2007, the Company adopted a qualified employee stock purchase plan, or ESPP, which was implemented during the first quarter of 2008. In connection with the adoption of the ESPP, the Company has reserved for issuance a total of 2 million common shares. At December 31, 2013, approximately 1.8 million common shares remain available for future issuance. Under the terms of the ESPP, rights to purchase common shares may be granted to eligible qualified employees subject to certain restrictions. The ESPP enables the Company’s eligible employees, through payroll withholdings, to purchase a limited number of common shares at 85% of the fair market value of a common share at the purchase date. Purchases are made on a quarterly basis.