3.6 Requisite Service Period for Employee Awards
Determining the requisite service period is only applicable to
employee awards. However, for certain nonemployee awards, an entity may analogize to
the guidance on calculating a requisite service period and determining the service
inception date when relevant to determining the nonemployee’s vesting period. For
additional discussion of a nonemployee’s vesting period, see Section 9.3.2.
ASC 718-10 — Glossary
Requisite Service Period
The period or periods during which an
employee is required to provide service in exchange for an
award under a share-based payment arrangement. The service
that an employee is required to render during that period is
referred to as the requisite service. The requisite service
period for an award that has only a service condition is
presumed to be the vesting period, unless there is clear
evidence to the contrary. If an award requires future
service for vesting, the entity cannot define a prior period
as the requisite service period. Requisite service periods
may be explicit, implicit, or derived, depending on the
terms of the share-based payment award.
ASC
718-10
25-21 If
an award requires satisfaction of one or more market,
performance, or service conditions (or any combination
thereof), compensation cost shall be recognized if the good
is delivered or the service is rendered, and no compensation
cost shall be recognized if the good is not delivered or the
service is not rendered. Paragraphs 718-10-55-60 through
55-63 provide guidance on applying this provision to awards
with market, performance, or service conditions (or any
combination thereof).
Requisite Service Period
30-25 An entity shall make its
initial best estimate of the requisite service period at the
grant date (or at the service inception date, if that date
precedes the grant date) and shall base accruals of
compensation cost on that period.
30-26 The
initial best estimate and any subsequent adjustment to that
estimate of the requisite service period for an award with a
combination of market, performance, or service conditions
shall be based on an analysis of all of the following:
- All vesting and exercisability conditions
- All explicit, implicit, and derived service periods
- The probability that performance or service conditions will be satisfied.
Recognition of Employee Compensation
Costs Over the Requisite Service Period
35-2 The compensation cost for
an award of share-based employee compensation classified as
equity shall be recognized over the requisite service
period, with a corresponding credit to equity (generally,
paid-in capital). The requisite service period is the period
during which an employee is required to provide service in
exchange for an award, which often is the vesting period.
The requisite service period is estimated based on an
analysis of the terms of the share-based payment
award.
Estimating the Requisite Service Period
for Employee Awards
35-5 The
requisite service period for employee awards may be explicit
or it may be implicit, being inferred from an analysis of
other terms in the award, including other explicit service
or performance conditions. The requisite service period for
an award that contains a market condition can be derived
from certain valuation techniques that may be used to
estimate grant-date fair value (see paragraph 718-10-55-71).
An award may have one or more explicit, implicit, or derived
service periods; however, an award may have only one
requisite service period for accounting purposes unless it
is accounted for as in-substance multiple awards. An award
with a graded vesting schedule that is accounted for as
in-substance multiple awards is an example of an award that
has more than one requisite service period (see paragraph
718-10-35-8). Paragraphs 718-10-55-69 through 55-79 and
718-10-55-93 through 55-106 provide guidance on estimating
the requisite service period and provide examples of how
that period shall be estimated if an award’s terms include
more than one explicit, implicit, or derived service
period.
Market,
Performance, and Service Conditions That Affect Vesting and
Exercisability
55-61
Analysis of the market, performance, or service conditions
(or any combination thereof) that are explicit or implicit
in the terms of an award is required to determine the
employee’s requisite service period or the nonemployee’s
vesting period over which compensation cost is recognized
and whether recognized compensation cost may be reversed if
an award fails to vest or become exercisable (see paragraph
718-10-30-27). If exercisability or the ability to retain
the award (for example, an award of equity shares may
contain a market condition that affects the grantee’s
ability to retain those shares) is based solely on one or
more market conditions compensation cost for that award is
recognized if the grantee delivers the promised good or
renders the service, even if the market condition is not
satisfied. If exercisability (or the ability to retain the
award) is based solely on one or more market conditions,
compensation cost for that award is reversed if the grantee
does not deliver the promised good or render the service,
unless the market condition is satisfied prior to the end of
the employee’s requisite service period or the nonemployee’s
vesting period, in which case any unrecognized compensation
cost would be recognized at the time the market condition is
satisfied. If vesting is based solely on one or more
performance or service conditions, any previously recognized
compensation cost is reversed if the award does not vest
(that is, the good is not delivered or the service is not
rendered or the performance condition is not achieved).
Examples 1 through 4 (see paragraphs 718-20-55-4 through
55-50) provide illustrations of awards in which vesting is
based solely on performance or service
conditions.
55-61A
An employee award containing one or more market conditions
may have an explicit, implicit, or derived service period.
Paragraphs 718-10-55-69 through 55-79 provide guidance on
explicit, implicit, and derived service periods.
Estimating the Employee’s Requisite Service Period
55-67 Paragraph 718-10-35-2
requires that compensation cost be recognized over the
requisite service period. The requisite service period for
an award that has only a service condition is presumed to be
the vesting period, unless there is clear evidence to the
contrary. The requisite service period shall be estimated
based on an analysis of the terms of the award and other
relevant facts and circumstances, including co-existing
employment agreements and an entity’s past practices; that
estimate shall ignore nonsubstantive vesting conditions. For
example, the grant of a deep out-of-the-money share option
award without an explicit service condition will have a
derived service period. Likewise, if an award with an
explicit service condition that was at-the-money when
granted is subsequently modified to accelerate vesting at a
time when the award is deep out-of-the-money, that
modification is not substantive because the explicit service
condition is replaced by a derived service condition. If a
market, performance, or service condition requires future
service for vesting (or exercisability), an entity cannot
define a prior period as the requisite service period. The
requisite service period for awards with market,
performance, or service conditions (or any combination
thereof) shall be consistent with assumptions used in
estimating the grant-date fair value of those
awards.
55-68 An
employee’s share-based payment award becomes vested at the
date that the employee’s right to receive or retain equity
shares, other equity instruments, or cash under the award is
no longer contingent on satisfaction of either a performance
condition or a service condition. Any unrecognized
compensation cost shall be recognized when an award becomes
vested. If an award includes no market, performance, or
service conditions, then the entire amount of compensation
cost shall be recognized when the award is granted (which
also is the date of issuance in this case). Example 1 (see
paragraph 718-10-55-86) provides an illustration of
estimating the requisite service period.
3.6.1 Explicit Service Period for Employee Awards
ASC 718-10 — Glossary
Explicit Service Period
A service period that is explicitly stated in the terms of a share-based payment
award. For example, an award stating that it vests after
three years of continuous employee service from a given
date (usually the grant date) has an explicit service
period of three years. . . .
ASC
718-10
Explicit, Implicit, and Derived Employee’s Requisite
Service Periods
55-69 A
requisite service period for an employee may be
explicit, implicit, or derived. An explicit service
period is one that is stated in the terms of the
share-based payment award. For example, an award that
vests after three years of continuous employee service
has an explicit service period of three years, which
also would be the requisite service period.
An explicit service period is the period stated in the terms of
a share-based payment award during which the employee is required to provide
continuous service to earn the award. For example, an award stating that it
vests after two years of continuous service has an explicit service period of
two years.
3.6.2 Implicit Service Period for Employee Awards
ASC 718-10 — Glossary
Implicit Service Period
A service period that is not explicitly stated in the terms of a share-based
payment award but that may be inferred from an analysis
of those terms and other facts and circumstances. For
instance, if an award of share options vests upon the
completion of a new product design and it is probable
that the design will be completed in 18 months, the
implicit service period is 18 months. . . .
ASC
718-10
55-70
An implicit service period is one that may be inferred
from an analysis of an award’s terms. For example, if an
award of share options vests only upon the completion of
a new product design and the design is expected to be
completed 18 months from the grant date, the implicit
service period is 18 months, which also would be the
requisite service period.
An award may have a performance condition (see Section 3.4.2) that
specifies an explicit service period, an implicit service period, or both. If
the award vests upon the satisfaction of a performance target over a two-year
period and the employee is required to be employed during that period, the
service period is explicit. If, instead, the award vests when a performance
target is met and the employee is required to be employed until such time, the
service period is implicit. The period during which the performance condition is
expected to be met is the implicit service period.
3.6.3 Derived Service Period for Employee Awards
ASC 718-10 — Glossary
Derived Service Period
A service period for an award with a market condition that is inferred from the
application of certain valuation techniques used to
estimate fair value. For example, the derived service
period for an award of share options that the employee
can exercise only if the share price increases by 25
percent at any time during a 5-year period can be
inferred from certain valuation techniques. In a lattice
model, that derived service period represents the
duration of the median of the distribution of share
price paths on which the market condition is satisfied.
That median is the middle share price path (the midpoint
of the distribution of paths) on which the market
condition is satisfied. The duration is the period of
time from the service inception date to the expected
date of satisfaction (as inferred from the valuation
technique). If the derived service period is three
years, the estimated requisite service period is three
years and all compensation cost would be recognized over
that period, unless the market condition was satisfied
at an earlier date. Compensation cost would not be
recognized beyond three years even if after the grant
date the entity determines that it is not probable that
the market condition will be satisfied within that
period. Further, an award of fully vested, deep
out-of-the-money share options has a derived service
period that must be determined from the valuation
techniques used to estimate fair value. . . .
ASC
718-10
55-71 A
derived service period is based on a market condition in
a share-based payment award that affects exercisability,
exercise price, or the employee’s ability to retain the
award. A derived service period is inferred from the
application of certain valuation techniques used to
estimate fair value. For example, the derived service
period for an award of share options that an employee
can exercise only if the share price doubles at any time
during a five-year period can be inferred from certain
valuation techniques that are used to estimate fair
value. This example, and others noted in this Section,
implicitly assume that the rights conveyed by the
instrument to the holder are dependent on the holder’s
being an employee of the entity. That is, if the
employment relationship is terminated, the award lapses
or is forfeited shortly thereafter. In a lattice model,
that derived service period represents the duration of
the median of the distribution of share price paths on
which the market condition is satisfied. That median is
the middle share price path (the midpoint of the
distribution of paths) on which the market condition is
satisfied. The duration is the period of time from the
service inception date to the expected date of market
condition satisfaction (as inferred from the valuation
technique). For example, if the derived service period
is three years, the requisite service period is three
years and all compensation cost would be recognized over
that period, unless the market condition is satisfied at
an earlier date, in which case any unrecognized
compensation cost would be recognized immediately upon
its satisfaction. If the requisite service is not
rendered, all previously recognized compensation cost
would be reversed. If the requisite service is rendered,
the recognized compensation is not reversed even if the
market condition is never satisfied. An entity that uses
a closed-form model to estimate the grant-date fair
value of an award with a market condition may need to
use another valuation technique to estimate the derived
service period.
A derived service period is unique to share-based payment awards
that contain a market condition. As described in ASC 718-10-55-71 and defined in
ASC 718-10-20, a derived service period is the “time from the service inception
date to the expected date of satisfaction” of the market condition. Entities can
infer this period by using a valuation technique (such as a lattice-based model)
to estimate the fair-value-based measure of an award with a market condition.
For example, an award may have a condition making the award exercisable only
when the share price increases by 25 percent. In a lattice-based model, there
will be a number of possible paths that reflect an increase in share price by 25
percent. Entities infer the derived service period by using the median share
price path or, in other words, the midpoint period over which the share price is
expected to increase by 25 percent.
When an award only has a market condition without an explicit
service period (i.e., it requires the employee to remain employed until the
market condition is met), the derived service period is the requisite service
period. That is, the derived service period establishes the period over which an
entity recognizes the compensation cost for a share-based payment award with
only a market condition. If the market condition is satisfied on an earlier
date, any unrecognized compensation cost is recognized immediately on the date
of satisfaction of the market condition. See Section 3.7 for a more detailed discussion
of the requisite service period of awards with multiple conditions.
In addition, see Section 3.5 for a discussion of the
accounting for awards with only a market condition.
3.6.4 Service Inception Date
ASC 718-10 — Glossary
Service Inception Date
The date at which the employee’s
requisite service period or the nonemployee’s vesting
period begins. The service inception date usually is the
grant date, but the service inception date may differ
from the grant date (see Example 6 [see paragraph
718-10-55-107] for an illustration of the application of
this term to an employee award).
ASC
718-10
35-6
The service inception date is the beginning of the
requisite service period. If the service inception date
precedes the grant date (see paragraph 718-10-55-108),
accrual of compensation cost for periods before the
grant date shall be based on the fair value of the award
at the reporting date. In the period in which the grant
date occurs, cumulative compensation cost shall be
adjusted to reflect the cumulative effect of measuring
compensation cost based on fair value at the grant date
rather than the fair value previously used at the
service inception date (or any subsequent reporting
date). Example 6 (see paragraph 718-10-55-107)
illustrates the concept of service inception date and
how it is to be applied.
Example 6: Service Inception
Date and Grant Date for Employee
Awards
55-107
The following Example illustrates the guidance in
paragraph 718-10-35-6.
55-108
This Topic distinguishes between service inception date
and grant date. The service inception date is the date
at which the requisite service period begins. The
service inception date usually is the grant date, but
the service inception date precedes the grant date if
all of the following criteria are met:
- An award is authorized. (Compensation cost would not be recognized before receiving all necessary approvals unless approval is essentially a formality [or perfunctory].)
- Service begins before a mutual understanding of the key terms and conditions of a share-based payment award is reached.
- Either of the following conditions applies:
- The award’s terms do not include a substantive future requisite service condition that exists at the grant date (see paragraph 718-10-55-113 for an example illustrating that condition).
- The award contains a market or performance condition that if not satisfied during the service period preceding the grant date and following the inception of the arrangement results in forfeiture of the award (see paragraph 718-10-55-114 for an example illustrating that condition).
55-109
In certain circumstances the service inception date may
begin after the grant date (see paragraphs 718-10-55-93
through 55-94 for an example illustrating that
circumstance).
55-110
For example, Entity T offers a position to an individual
on April 1, 20X5, that has been approved by the chief
executive officer and board of directors. In addition to
salary and other benefits, Entity T offers to grant
10,000 shares of Entity T stock that vest upon the
completion of 5 years of service (the market price of
Entity T’s stock is $25 on April 1, 20X5). The share
award will begin vesting on the date the offer is
accepted. The individual accepts the offer on April 2,
20X5, but is unable to begin providing services to
Entity T until June 2, 20X5 (that is, substantive
employment begins on June 2, 20X5). The individual also
does not receive a salary or participate in other
employee benefits until June 2, 20X5. On June 2, 20X5,
the market price of Entity T stock is $40. In this
Example, the service inception date is June 2, 20X5, the
first date that the individual begins providing
substantive employee services to Entity T. The grant
date is the same date because that is when the
individual would meet the definition of an employee. The
grant-date fair value of the share award is $400,000
(10,000 × $40).
55-111
If necessary board approval of the award described in
the preceding paragraph was obtained on August 5, 20X5,
two months after substantive employment begins (June 2,
20X5), both the service inception date and the grant
date would be August 5, 20X5, as that is the date when
all necessary authorizations were obtained. If the
market price of Entity T’s stock was $38 per share on
August 5, 20X5, the grant-date fair value of the share
award would be $380,000 (10,000 × $38). Additionally,
Entity T would not recognize compensation cost for the
shares for the period between June 2, 20X5, and August
4, 20X5, neither during that period nor cumulatively on
August 5, 20X5, when both the service inception date and
the grant date occur. This is consistent with the
definition of requisite service period, which states
that if an award requires future service for vesting,
the entity cannot define a prior period as the requisite
service period. Future service in this context
represents the service to be rendered beginning as of
the service inception date.
55-112
If the service inception date precedes the grant date,
recognition of compensation cost for periods before the
grant date shall be based on the fair value of the award
at the reporting dates that occur before the grant date.
In the period in which the grant date occurs, cumulative
compensation cost shall be adjusted to reflect the
cumulative effect of measuring compensation cost based
on the fair value at the grant date rather than the fair
value previously used at the service inception date (or
any subsequent reporting dates) (see paragraph
718-10-35-6).
55-113
If an award’s terms do not include a substantive future
requisite service condition that exists at the grant
date, the service inception date can precede the grant
date. For example, on January 1, 20X5, an employee is
informed that an award of 100 fully vested options will
be made on January 1, 20X6, with an exercise price equal
to the share price on January 1, 20X6. All approvals for
that award have been obtained as of January 1, 20X5.
That individual is still an employee on January 1, 20X6,
and receives the 100 fully vested options on that date.
There is no substantive future service period associated
with the options after January 1, 20X6. Therefore, the
requisite service period is from the January 1, 20X5,
service inception date through the January 1, 20X6,
grant date, as that is the period during which the
employee is required to perform service in exchange for
the award. The relationship between the exercise price
and the current share price that provides a sufficient
basis to understand the equity relationship established
by the award is known on January 1, 20X6. Compensation
cost would be recognized during 20X5 in accordance with
the preceding paragraph.
55-114
If an award contains either a market or a performance
condition, which if not satisfied during the service
period preceding the grant date and following the date
the award is given results in a forfeiture of the award,
then the service inception date may precede the grant
date. For example, an authorized award is given on
January 1, 20X5, with a two-year cliff vesting service
requirement commencing on that date. The exercise price
will be set on January 1, 20X6. The award will be
forfeited if Entity T does not sell 1,000 units of
product X in 20X5. In this Example, the employee earns
the right to retain the award if the performance
condition is met and the employee renders service in
20X5 and 20X6. The requisite service period is two years
beginning on January 1, 20X5. The service inception date
(January 1, 20X5) precedes the grant date (January 1,
20X6). Compensation cost would be recognized during 20X5
in accordance with paragraph 718-10-55-112.
55-115
In contrast, consider an award that is given on January
1, 20X5, with only a three-year cliff vesting explicit
service condition, which commences on that date. The
exercise price will be set on January 1, 20X6. In this
Example, the service inception date cannot precede the
grant date because there is a substantive future
requisite service condition that exists at the grant
date (two years of service). Therefore, there would be
no attribution of compensation cost for the period
between January 1, 20X5, and December 31, 20X5, neither
during that period nor cumulatively on January 1, 20X6,
when both the service inception date and the grant date
occur. This is consistent with the definition of
requisite service period, which states that if an award
requires future service for vesting, the entity cannot
define a prior period as the requisite service period.
The requisite service period would be two years,
commencing on January 1, 20X6.
ASC 718 distinguishes between service inception date and grant
date. The service inception date is the date on which the employee’s requisite
service period or the nonemployee’s vesting period begins and is usually the
grant date. However, sometimes the service inception date can precede the grant
date. For employee awards, ASC 718-10-55-108 states that if all of the following
criteria are met, the service inception date precedes the grant date:
- An award is authorized. . . . [See Section 3.6.4.1.]
- Service begins before a mutual understanding of the key terms and conditions of a share-based payment award is reached. [See Section 3.6.4.2.]
- Either of the following conditions applies:
- The award’s terms do not include a substantive future requisite service condition . . . at the grant date. [See Section 3.6.4.3.]
- The award contains a market or performance condition that if not satisfied during the service period preceding the grant date . . . results in forfeiture of the award. [See Section 3.6.4.4.]
All three criteria in ASC 718-10-55-108(a)–(c) must be met for
the service inception date to precede the grant date; however, only one of the
two conditions in ASC 718-10-55-108(c) must be satisfied.
If it is determined that the service inception date precedes the grant date,
compensation cost should be recognized as described in Section 3.6.4.5.
3.6.4.1 Award Authorization
Typically, the approvals necessary for establishing a
service inception date under ASC 718-10-55-108(a) are the same as those
required for establishing a grant date (see Section 3.2.1). However, some entities
have performance-based compensation arrangements in which the terms of the
plan or strategy have received the necessary approvals but the final
compensation amount that each individual employee will receive will not be
finalized by a board of directors, a compensation committee, or other
governance body until after the performance period. For example, an entity
may have an annual bonus program that is (1) settled in a combination of
cash and shares and (2) based on the achievement of performance or market
metrics for a particular year, but the program may not be finalized by the
compensation committee and communicated to employees until shortly after the
annual performance period. Generally, a grant date for the amount settled in
shares1 will not be established until, at the earliest, the compensation
committee finalizes the compensation amount and the number of shares
allocated to each employee after the performance period. We believe that the
following two views are acceptable in the assessment of whether the
authorization criterion has been met in an entity’s determination of whether
a service inception date has been established before the grant date:
-
Narrow view — Under this view, the awards are authorized on the date on which (1) all required approvals are obtained (including any required actions of the compensation committee or other governance body) and (2) the key terms and conditions of the awards are finalized (including the portion settled in shares to be issued to each employee). That is, satisfaction of the authorization criterion related to determining the service inception date would be evaluated in the same manner as the entity’s determination of when the grant date approval requirement is met for each employee’s award. See Section 3.2.1 for further discussion of the approval requirement in establishing a grant date.
-
Broad view — In establishing the service inception date, an entity does not need to have finalized the specific details of the award at the individual-employee level to conclude that the awards have been authorized. The entity may instead consider factors that provide evidence to support that the awards have been authorized, such as:
-
Whether the board of directors, compensation committee, or other governance body has approved an overall compensation plan or strategy that includes the awards.
-
Whether the employees have a sufficient understanding of the compensation plan or strategy, including an awareness that they are working toward certain performance metrics or goals and have an expectation that the awards will be granted if the related performance metrics or goals are achieved.
The following considerations may also be relevant in the determination of whether the initial authorization is substantive and therefore the authorization criterion is met:-
Whether the compensation plan or strategy outlines how the awards will be allocated to each employee, and how the amount (quantity or monetary amount) of each employee’s award will be determined. A formally authorized policy or established past practices that define or create an understanding by the board of directors or compensation committee of the performance metrics for determining the awards allocated to each employee may support a conclusion that the initial authorization is substantive.
-
Whether the board of directors’ or compensation committee’s approval process for finalizing the awards after the performance period has ended is substantive relative to the initial authorization, including the nature and degree of discretion the board or committee has and uses to deviate from the compensation plan or strategy previously approved and understood. In certain cases, such discretion may cause the initial approval process to be considered less substantive, calling into question whether the authorization criterion has been met.
-
The evaluation and interpretation of whether proper
authorization has occurred may involve considerable judgment and should be
based on all relevant facts and circumstances. An entity must elect, as an
accounting policy, to use either the narrow or broad view of authorization,
and it must apply its elected view consistently and provide appropriate
disclosures.
3.6.4.2 Service Begins
If the recipient of an award has commenced employment before
a mutual understanding of the key terms and conditions is reached, service
will have begun under ASC 718-10-55-108(b). See Section 3.2 for additional discussion
of reaching a mutual understanding of key terms and conditions.
3.6.4.3 No Substantive Future Requisite Service as of the Grant Date
An award satisfies ASC 718-10-55-108(c)(1) if it has no service
condition after the grant date. Even if the award has a stated vesting period,
the service condition might not be substantive (e.g., retirement-eligible
employees). See Section
3.6.6 for further discussion of nonsubstantive service
conditions.
Example 3-14
On
January 1, 20X1, an entity informs one of its employees
that it will grant 1,000 fully vested equity-classified
stock options to the employee on January 1, 20X2, as
long as the employee is still employed on that date. The
exercise price of the options will equal the market
price of the entity’s shares on January 1, 20X2. All
necessary approvals for the future grant of these
options are received by January 1, 20X1.
The grant date is January 1, 20X2,
since the employee neither benefits from, nor is
adversely affected by, subsequent changes in the price
of the entity’s shares until that date. There is no
substantive requirement for additional service to be
rendered after December 31, 20X1. Accordingly, the
service inception is January 1, 20X1, and compensation
cost is recorded from January 1, 20X1, to December 31,
20X1.
Example 3-15
On
January 1, 20X1, an entity informs one of its employees
that it will grant 1,000 fully vested equity-classified
stock options to the employee on January 1, 20X3, as
long as the employee is still employed on that date. The
exercise price of the options will equal the market
price of the entity’s shares on January 1, 20X2. All
necessary approvals for the future grant of these
options are received by January 1, 20X1.
The grant date is January 1, 20X2, since the employee neither benefits from, nor
is adversely affected by, subsequent changes in the
price of the entity’s shares until that date. Because
there is a requirement for the employee to provide
service from January 1, 20X2, to December 31, 20X2, the
options contain a “substantive future requisite service
condition . . . at the grant date.” Further, there are
no market or performance conditions that may result in
forfeiture of the options before the grant date.
Accordingly, the service inception date is January 1,
20X2, which is the same as the grant date. Compensation
cost would be recognized over the period from January 1,
20X2, to December 31, 20X2.
3.6.4.4 Forfeiture Because a Market or Performance Condition Was Not Satisfied Before the Grant Date
To determine whether the service inception date precedes the
grant date, an entity that concludes that an award has a substantive future
service requirement after the grant date must evaluate whether the award
contains a market or performance condition that could result in its
forfeiture before the grant date under ASC 718-10-55-108(c)(2). In other
words, the service inception date may still precede the grant date despite
the presence of a substantive future service requirement if the award
contains a market or performance condition that must be met before the grant
date.
Example 3-16
On January 1, 20X1, an entity informs one of its
employees that it will grant 1,000 fully vested
equity-classified stock options to the employee on
January 1, 20X3, as long as the employee (1) is
still employed on that date and (2) sells 1,000
units of product during 20X1. The exercise price of
the options will equal the market price of the
entity’s shares on January 1, 20X2. All necessary
approvals for the future grant of these options are
received by January 1, 20X1.
The grant date is January 1, 20X2, since the employee neither benefits from, nor
is adversely affected by, subsequent changes in the
price of the entity’s shares until that date.
Because the employee could forfeit the options by
not selling enough units of product before January
1, 20X2 (the grant date), the service inception date
precedes the grant date (i.e., condition (c)(2),
discussed above, is met). Accordingly, the service
inception date is January 1, 20X1, and the grant
date is January 1, 20X2. Compensation cost would be
recognized over the period from January 1, 20X1, to
December 31, 20X2.
In some cases, the performance or market condition
associated with each employee’s award may be specific and well-defined. In
other cases, a specific and well-defined performance or market condition may
be associated with an entity’s overall plan or strategy but not with each
employee’s award. In a manner similar to its selection of a broad or narrow
view regarding award authorization under ASC 718-10-55-108(a) (see Section 3.6.4.1), an
entity would make an accounting policy election related to its evaluation
under ASC 718-10-55-108(c)(2) as follows:
- Narrow view — The terms of each employee’s award must include a performance or market condition that is sufficiently specific or defined.
- Broad view — The performance or market condition associated with the overall plan or strategy must be sufficiently specific or defined even though the amount that will be allocated to each employee is not.
An entity may elect a different policy under ASC
718-10-55-108(a) for award authorization than it elects under ASC
718-10-55-108(c)(2) for evaluation of a performance or market condition.
That is, an entity that has elected to apply a broad view of ASC
718-10-55-108(a) may elect to apply a narrow view of ASC 718-10-55-108(c)(2)
and vice versa. However, the entity must consistently apply the approach it
selects for each condition and must make the appropriate disclosures.
Depending on an award’s substantive terms and how those
terms vary among employees, an entity may end up applying ASC
718-10-55-108(c)(1) to one group of employees and ASC 718-10-55-108(c)(2) to
another. A commonly cited example is the issuance of awards that permit
retirement-eligible employees to continue to vest after retirement. In this
instance, if an entity (1) applies a broad view related to both
authorization and whether a performance or market condition exists and (2)
concludes that a service inception date precedes the grant date for both
groups of employees, it could end up applying ASC 718-10-55-108(c)(1) to
retirement-eligible employees while applying ASC 718-10-55-108(c)(2) to
those employees who are not retirement-eligible. However, in other
circumstances, the entity’s conclusions regarding whether a service
inception date has been established before the grant date may be different
for the two sets of employees. For example, if an entity applies a broad
view related to authorization but a narrow one for determining whether a
performance or market condition exists, it may end up concluding that a
service inception date precedes the grant date for retirement-eligible
employees but not for employees who are not retirement-eligible.
It is also common for awards to have graded vesting. If an
entity applies a broad view regarding both authorization and determining
whether a performance or market condition exists, and there is a substantive
service requirement on a graded-vesting schedule, the entity may be
precluded from electing a straight-line attribution method as its accounting
policy under ASC 718-10-35-8. The straight-line attribution method is
permitted for awards that only have service conditions and would therefore
not apply to awards with other conditions (e.g., a market condition or a
performance condition, unless the only performance condition is a change in
control or an IPO that accelerates vesting). See Section 3.6.5 for further discussion
of attribution methods for awards with graded vesting.
3.6.4.5 Recognition of Compensation Cost
If the service inception date precedes the grant date,
compensation cost is remeasured on the basis of the award’s estimated
fair-value-based measure at the end of each reporting period until the grant
date, to the extent that service has been rendered in proportion to the
total requisite service period. In the period in which the grant date
occurs, cumulative compensation cost is adjusted to reflect the cumulative
effect of measuring compensation cost on the basis of the fair-value-based
measure of the award on the grant date and is not subsequently remeasured
(provided that the award is equity classified).
Example 3-17
On January 1, 20X1, an entity informs one of its
employees that it will grant 1,000 fully vested
equity-classified stock options to the employee on
January 1, 20X3, as long as the employee (1) is
still employed on that date and (2) sells 1,000
units of product during 20X1. The exercise price of
the options will equal the market price of the
entity’s shares on January 1, 20X2. All necessary
approvals for the future grant of these options are
received by January 1, 20X1. Accordingly, the
service inception date is January 1, 20X1, and the
grant date is January 1, 20X2.
Compensation cost is recognized on the basis of the proportion of service
rendered over the period from January 1, 20X1, to
December 31, 20X2 (assuming that the performance
condition is probable). From the service inception
date until the grant date (i.e., for the period from
January 1, 20X1, to December 31, 20X1), the entity
remeasures the options at their fair-value-based
measure at the end of each reporting period on the
basis of the assumptions that exist on those dates.
Once the grant date is established (i.e., January 1,
20X2), the entity discontinues remeasuring the
options. That is, the compensation cost that is
recognized over the remaining service period (i.e.,
the period from January 1, 20X2, to December 31,
20X2) is based on the fair-value-based measure on
the grant date.
3.6.5 Graded Vesting for Employee Awards
3.6.5.1 Graded Vesting Attribution Methods
ASC 718-10
Graded Vesting
Employee Awards
35-8 An entity shall make a
policy decision about whether to recognize
compensation cost for an employee award with only
service conditions that has a graded vesting
schedule in either of the following ways:
-
On a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards
-
On a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award).
However, the amount of compensation
cost recognized at any date must at least equal the
portion of the grant-date value of the award that is
vested at that date. Example 1, Case B (see
paragraph 718-20-55-25) provides an illustration of
the accounting for an award with a graded vesting
schedule.
The example below is based on the same facts as in Case A of
Example 1 in ASC 718-20-55-4 through 55-9 (see Section 3.4.1.1).
ASC
718-20
55-4C Because of the
differences in compensation cost attribution, the
accounting policy election illustrated in Case B
(see paragraph 718-20-55-25) does not apply to
nonemployee awards.
Case B: Share Options With Graded
Vesting
55-25 Paragraph 718-10-35-8
provides for the following two methods to recognize
compensation cost for awards with graded vesting:
-
On a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards (graded vesting attribution method)
-
On a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), subject to the limitation noted in paragraph 718-10-35-8.
55-26 The choice of
attribution method for awards with graded vesting
schedules is a policy decision that is not dependent
on an entity’s choice of valuation technique. In
addition, the choice of attribution method applies
to awards with only service conditions.
55-27 The accounting is
illustrated below for both methods and uses the same
assumptions as those noted in Case A except for the
vesting provisions.
55-28 Entity T awards 900,000
share options on January 1, 20X5, that vest
according to a graded schedule of 25 percent for the
first year of service, 25 percent for the second
year, and the remaining 50 percent for the third
year. Each employee is granted 300 share options.
The following table shows the calculation as of
January 1, 20X5, of the number of employees and the
related number of share options expected to vest.
Using the expected 3 percent annual forfeiture rate,
90 employees are expected to terminate during 20X5
without having vested in any portion of the award,
leaving 2,910 employees to vest in 25 percent of the
award (75 options). During 20X6, 87 employees are
expected to terminate, leaving 2,823 to vest in the
second 25 percent of the award. During 20X7, 85
employees are expected to terminate, leaving 2,738
employees to vest in the last 50 percent of the
award. That results in a total of 840,675 share
options expected to vest from the award of 900,000
share options with graded vesting.
55-29 The value of the share
options that vest over the three-year period is
estimated by separating the total award into three
groups (or tranches) according to the year in which
they vest (because the expected life for each
tranche differs). The following table shows the
estimated compensation cost for the share options
expected to vest. The estimates of expected
volatility, expected dividends, and risk-free
interest rates are incorporated into the lattice,
and the graded vesting conditions affect only the
earliest date at which suboptimal exercise can occur
(see paragraph 718-20-55-8 for information on
suboptimal exercise). Thus, the fair value of each
of the 3 groups of options is based on the same
lattice inputs for expected volatility, expected
dividend yield, and risk-free interest rates used to
determine the value of $14.69 for the cliff-vesting
share options (see paragraphs 718-20-55-7 through
55-9). The different vesting terms affect the
ability of the suboptimal exercise to occur sooner
(and affect other factors as well, such as
volatility), and therefore there is a different
expected term for each tranche.
55-30 Compensation cost is
recognized over the periods of requisite service
during which each tranche of share options is
earned. Thus, the $2,933,280 cost attributable to
the 218,250 share options that vest in 20X5 is
recognized in 20X5. The $3,000,143 cost attributable
to the 211,725 share options that vest at the end of
20X6 is recognized over the 2-year vesting period
(20X5 and 20X6). The $6,033,183 cost attributable to
the 410,700 share options that vest at the end of
20X7 is recognized over the 3-year vesting period
(20X5, 20X6, and 20X7).
55-31 The following table
shows how the $11,966,606 expected amount of
compensation cost determined at the grant date is
attributed to the years 20X5, 20X6, and 20X7.
55-32 Entity T could use the
same computation of estimated cost, as in the
preceding table, but could elect to recognize
compensation cost on a straight-line basis for all
graded vesting awards. In that case, total
compensation cost to be attributed on a
straight-line basis over each year in the 3-year
vesting period is approximately $3,988,868
($11,966,606 ÷ 3). Entity T also could use a single
weighted-average expected life to value the entire
award and arrive at a different amount of total
compensation cost. Total compensation cost could
then be attributed on a straight-line basis over the
three-year vesting period. However, this Topic
requires that compensation cost recognized at any
date must be at least equal to the amount
attributable to options that are vested at that
date. For example, if 50 percent of this same option
award vested in the first year of the 3-year vesting
period, 436,500 options [2,910 × 150 (300 × 50%)]
would be vested at the end of 20X5. Compensation
cost amounting to $5,866,560 (436,500 × $13.44)
attributable to the vested awards would be
recognized in the first year.
55-33 Compensation cost is
adjusted for awards with graded vesting to reflect
differences between estimated and actual forfeitures
as illustrated for the cliff-vesting options,
regardless of which method is used to estimate value
and attribute cost.
55-34 Accounting for the tax
effects of awards with graded vesting follows the
same pattern illustrated in paragraphs 718-20-55-20
through 55-23. However, unless Entity T identifies
and tracks the specific tranche from which share
options are exercised, it would not know the
recognized compensation cost that corresponds to
exercised share options for purposes of calculating
the tax effects resulting from that exercise. If an
entity does not know the specific tranche from which
share options are exercised, it should assume that
options are exercised on a first-vested,
first-exercised basis (which works in the same
manner as the first-in, first-out [FIFO] basis for
inventory costing).
Some share-based payment awards may have a graded vesting
schedule (i.e., awards that are split into multiple tranches in which each
tranche legally vests separately) instead of cliff vesting (i.e., all awards
vest at the end of the vesting period). For example, an entity may grant an
employee 1,000 awards in which 250 of the awards legally vest for each of
four years of service provided. Under ASC 718-10-35-8, an entity may
recognize compensation cost for an award with only a service condition that
has a graded vesting schedule on either (1) an accelerated basis as though
each separately vesting portion of the award was, in substance, a separate
award or (2) a straight-line basis over the total requisite service period
for the entire award.
As a result of an entity’s use of certain valuation
techniques to determine the fair-value-based measure of a share-based
payment award of stock options with only a service condition that has a
graded vesting schedule, each portion of the award that vests separately may
directly or indirectly be valued as an individual award. That is, directly
or indirectly, certain valuation techniques may cause an award with a graded
vesting schedule to be characterized as multiple awards instead of a single
award. (See ASC 718-20-55-25 through 55-34 [Case B: Share Options With Graded
Vesting] for an example of the type of valuation techniques
that may cause an award with a graded vesting schedule to be characterized
as multiple awards, and see Section 4.10 for more information
about the valuation of awards with a graded vesting schedule.)
Notwithstanding its use of such valuation techniques, the entity can still
make an accounting policy election to record compensation cost on a
straight-line basis over the total requisite service period for the entire
award. If straight-line attribution is used, however, ASC 718-10-35-8
requires that “the amount of compensation cost recognized at any date must
at least equal the portion of the grant-date value of the award that is
vested at that date.” The examples below illustrate the attribution of
compensation cost under a straight-line method for graded vesting
awards.
Example 3-18
Entity A grants 1,000
equity-classified stock options to each of its 100
employees. The grant-date fair-value-based measure
of each option is $12. The options vest in 25
percent increments (tranches) each year over the
next four years (i.e., a graded vesting schedule).
To determine the grant-date fair-value-based
measure, A uses a valuation technique in which the
award is treated as a single award rather than as
multiple awards. Entity A has elected, as an
accounting policy, to estimate the amount of total
stock options for which the requisite service period
will not be rendered. Assume that no employees will
leave in year 1, three employees will leave in year
2, five employees will leave in year 3, and seven
employees will leave in year 4.
Entity A elected, as an accounting
policy, to use the straight-line attribution method
to recognize compensation cost. Under this method,
the award is treated as a single award.
The following table summarizes the
calculation of total compensation cost by taking
into account the estimated forfeitures noted
above:
On the basis of the calculation of
total compensation cost above, A should recognize
$280,500 ($1,122,000 total compensation cost ÷ 4
years of service) of compensation cost each year
over the next four years under the straight-line
attribution method for the aggregate 93,500 options
that are expected to vest. However, because, at the
end of the first, second, and third years, 25,000,
24,250, and 23,000 employee stock options have
legally vested, A would have to ensure that, at a
minimum, $300,000, $591,000 ($300,000 + $291,000),
and $867,000 ($300,000 + $291,000 + $276,000) of
cumulative compensation cost is recognized at the
end of the first, second, and third years,
respectively. Accordingly, A would recognize
$300,000 of compensation cost in year 1, $291,000 in
year 2, $276,000 in year 3, and $255,000 in year 4,
rather than the $280,500 that would have been
recognized under a straight-line attribution method.
Note that if A’s estimate of forfeitures changes,
the cumulative effect of that change on current and
prior periods would be recognized as compensation
cost in the period of the change.
Example 3-19
Assume the same facts as in the
example above, except that the options vest over
three years in increments (tranches) of 50 percent
for the first year of service, 25 percent for the
second year of service, and 25 percent for the third
year of service (i.e., a graded vesting
schedule).
The following table summarizes the
calculation of total compensation cost by taking
into account the estimated forfeitures noted
above:
On the basis of the calculation of
total compensation cost above, Entity A should
recognize $389,000 ($1,167,000 total compensation
cost ÷ 3 years of service) of compensation cost each
year over the next three years under the
straight-line attribution method for the aggregate
97,250 options that are expected to vest. However,
because, at the end of the first and second years,
50,000 and 24,250 employee stock options have
legally vested, A would have to ensure that a
minimum of $600,000 and $891,000 ($600,000 +
$291,000) of cumulative compensation cost is
recognized at the end of the first and second years,
respectively. Accordingly, A would recognize
$600,000 of compensation cost in year 1, $291,000 in
year 2, and $276,000 in year 3, rather than the
$389,000 that would have been recognized under a
straight-line attribution method. We generally
believe that it would be preferable to recognize
$600,000 of compensation cost ratably over the first
year and $291,000 of compensation cost ratably over
the second year. It is also acceptable to recognize
$389,000 ratably over the first year and true it up
to a total of $600,000 as of the period-end of the
first year (and apply a similar approach in year 2).
Note that if A’s estimate of forfeitures changes,
the cumulative effect of that change on current and
prior periods would be recognized as compensation
cost in the period of the change.
The examples below illustrate the attribution of
compensation cost under the accelerated attribution model for graded vesting
awards.
Example 3-20
Entity A grants 1,000
equity-classified stock options to 100 employees,
each with a grant-date fair-value-based measure of
$12. The options vest in 25 percent increments
(tranches) each year over the next four years (i.e.,
a graded vesting schedule). To determine the
grant-date fair-value-based measure, A used a
valuation technique that treated the award as a
single award rather than as multiple awards. Entity
A has elected, as an accounting policy, to estimate
the amount of total stock options for which the
requisite service period will not be rendered.
Assume that no employee will leave in year 1, three
employees will leave in year 2, five employees will
leave in year 3, and seven employees will leave in
year 4.
Entity A elected, as an accounting
policy, to use the graded vesting attribution method
to recognize compensation cost. Under the graded
vesting attribution method, each tranche that vests
separately is treated as an individual award. In
this example, since a portion of the options vests
annually, there are four tranches (i.e., four
separate awards). However, if 1/48 of the options
vested each month over a four-year period, the grant
would contain 48 separate tranches (i.e., 48
separate awards).
The following table summarizes the
calculation of total compensation cost by
tranche:
The table below summarizes the
allocation of total compensation cost over each of
the four years of service.
Example 3-21
Assume the same facts as in the
example above, except that the options vest over
three years in increments (tranches) of 50 percent
for the first year of service, 25 percent for the
second year of service, and 25 percent for the third
year of service (i.e., a graded vesting
schedule).
The following table summarizes the
calculation of total compensation cost by
tranche:
The table below summarizes the
allocation of total compensation cost over each of
the three years of service.
For a graded vesting award with both a service and a
performance condition or a market condition, an entity is generally
precluded from using a straight-line attribution method over the requisite
service period for the entire award. ASC 718-10-35-5 requires an entity to
treat awards with graded vesting as, in substance, multiple awards with more
than one requisite service period, and ASC 718-10-35-8 provides an exception
to that requirement for awards with “only service conditions.” Accordingly,
ASC 718-10-35-8 cannot be applied broadly to awards that contain conditions
beyond service conditions.
However, on the basis of discussions with the FASB staff, we
believe that ASC 718 does not intend to preclude straight-line attribution
when the only performance condition is a change in control or an IPO that
accelerates vesting when the awards otherwise vest solely on the basis of
service conditions. Although ASC 718-10-35-8 outlines two acceptable methods
for recognizing compensation cost for graded vesting awards “with only
service conditions,” we believe that the two acceptable methods can also be
applied when the performance condition is related to a change in control or
an IPO that accelerates vesting when the awards otherwise vest solely on the
basis of service conditions.
As discussed in Section 3.4.2.1, (1) it is generally
not probable that an IPO will occur until the IPO is effective and (2) if it
is not probable that an IPO performance condition will be met, an entity
should disregard that condition in determining the requisite service period.
Similarly, it generally2 is not probable that a change in control will occur until the change
in control is consummated. When the change in control or IPO performance
condition accelerates (but does not preclude) vesting, the performance
condition generally does not affect vesting or the related attribution
method unless a change in control or IPO occurs. Therefore, an entity may
elect to apply a straight-line attribution method for graded vesting awards
with service conditions and a change in control or IPO performance condition
that accelerates vesting. If the change in control or IPO becomes effective,
the awards would accelerate vesting, and the entity would recognize the
remaining compensation cost upon occurrence.
It may not be appropriate to recognize compensation cost for
a graded vesting award with only a service condition by using an approach in
which the compensation cost recognized in a given reporting period is
aligned with the percentage of awards that are legally vesting in that
reporting period. Specifically, the use of this method is not acceptable
when a graded vesting award with only a service condition has a back-loaded
vesting schedule (e.g., an award that vests 25 percent in year 1, 25 percent
in year 2, and 50 percent in year 3). Such a recognition method could result
in an entity’s delaying a portion of compensation cost toward the latter
part of the requisite service period. ASC 718-10-35-8 provides just two
acceptable approaches for recognizing compensation cost for a graded vesting
award with only a service condition: (1) straight-line attribution and (2)
accelerated attribution. The examples below illustrate the differences
between the methods.
Example 3-22
Assumptions
Straight-Line
Attribution Method
Under this method, the three
tranches are treated as one award and the total
compensation cost is recognized on a straight-line
basis over the three-year service period.
Accelerated
Attribution Method
Under this method, each tranche is
treated as a separate award, and the total
compensation cost is recognized on an accelerated
basis over the three-year service period.
Unacceptable
Attribution Method
Under this method (which is not
acceptable), compensation cost is recognized for the
portion of the award that legally vests in a
particular period.
Comparison of
Methods
An entity’s use of either a straight-line or an accelerated
attribution method represents an accounting policy election and thus should
be applied consistently to all similar awards (e.g., all employee
share-based payment awards subject to graded vesting and with only service
conditions). For example, if an entity elects to use the straight-line
attribution method to account for awards with only service conditions, it
should consistently apply this policy to all awards with only service
conditions, including those that have been modified to remove market and
performance conditions. Further, if an entity uses the accelerated
attribution method for an award with a market or performance condition and a
service condition but then subsequently modifies the award to remove the
market or performance condition, the entity should apply the straight-line
vesting method prospectively to the modified award.
When contemplating making changes to its accounting policy,
an entity must apply ASC 250, including its requirement that the new
recognition policy be preferable to the existing one. ASC 718 does not
specify which attribution method is preferable. Therefore, the preferability
assessment should be based on the entity’s specific facts and circumstances.
3.6.5.2 Vesting Begins Before the Grant Date
ASC 718-10
55-110 For example, Entity
T offers a position to an individual on April 1,
20X5, that has been approved by the chief executive
officer and board of directors. In addition to
salary and other benefits, Entity T offers to grant
10,000 shares of Entity T stock that vest upon the
completion of 5 years of service (the market price
of Entity T’s stock is $25 on April 1, 20X5). The
share award will begin vesting on the date the offer
is accepted. The individual accepts the offer on
April 2, 20X5, but is unable to begin providing
services to Entity T until June 2, 20X5 (that is,
substantive employment begins on June 2, 20X5). The
individual also does not receive a salary or
participate in other employee benefits until June 2,
20X5. On June 2, 20X5, the market price of Entity T
stock is $40. In this Example, the service inception
date is June 2, 20X5, the first date that the
individual begins providing substantive employee
services to Entity T. The grant date is the same
date because that is when the individual would meet
the definition of an employee. The grant-date fair
value of the share award is $400,000 (10,000 ×
$40).
55-111 If necessary board
approval of the award described in the preceding
paragraph was obtained on August 5, 20X5, two months
after substantive employment begins (June 2, 20X5),
both the service inception date and the grant date
would be August 5, 20X5, as that is the date when
all necessary authorizations were obtained. If the
market price of Entity T’s stock was $38 per share
on August 5, 20X5, the grant-date fair value of the
share award would be $380,000 (10,000 × $38).
Additionally, Entity T would not recognize
compensation cost for the shares for the period
between June 2, 20X5, and August 4, 20X5, neither
during that period nor cumulatively on August 5,
20X5, when both the service inception date and the
grant date occur. This is consistent with the
definition of requisite service period, which states
that if an award requires future service for
vesting, the entity cannot define a prior period as
the requisite service period. Future service in this
context represents the service to be rendered
beginning as of the service inception date.
The guidance in ASC 718-10-55-110 and 55-111 above
illustrates how entities recognize compensation cost when vesting of the
awards commences before the grant date and the service inception date. The
example below provides additional guidance on how entities should recognize
compensation cost for awards with graded vesting in situations in which such
vesting begins before the grant date and the service inception date.
Example 3-23
On March 1, 20X1, an entity grants 1,000
equity-classified stock options to an employee. The
options vest in 20 percent increments each year over
a five-year period beginning on January 1, 20X1, if
the employee provides services in such period (e.g.,
20 percent of the options would vest at the end of
year 1 as of December 31, 20X1). All necessary
approvals for the grant of these options were
received as of March 1, 20X1; therefore, the service
inception date does not precede the grant date in
accordance with the criteria in ASC 718-10-55-108.
Accordingly, both the service inception date and the
grant date are March 1, 20X1. The grant-date fair
value of the options is $500,000, and the entity’s
accounting policy is to use the straight-line method
of attribution for options with graded vesting
features and only a service condition.
Starting on the grant date, the entity should
recognize compensation cost for these options
prospectively over the requisite service period
(March 1, 20X1, through December 31, 20X5) on the
basis of the fair-value-based measure on the grant
date. Even though the vesting begins on January 1,
20X1, the entity cannot record a cumulative catch-up
amount as of the grant date because, as noted in ASC
718-10-55-111, “the entity cannot define a prior
period as the requisite service period.” In
addition, the guidance in ASC 718-10-35-8 requires
that “the amount of compensation cost recognized at
any date must at least equal the portion of the
grant-date value of the award that is vested at that
date.” Therefore, as of December 31, 20X1, when the
first 20 percent tranche of the options legally
vests, the entity should record 20 percent of the
fair-value-based measure of the options as
compensation cost even though less than 20 percent
of the requisite service has been rendered.
3.6.6 Nonsubstantive Service Condition for Employee Awards
3.6.6.1 Retirement Eligibility
ASC 718-10
Illustrations
Example 1: Estimating the Employee’s Requisite Service
Period
55-86
This Example illustrates the guidance in paragraphs
718-10-30-25 through 30-26.
55-87 Assume that Entity A
uses a point system for retirement. An employee who
accumulates 60 points becomes eligible to retire
with certain benefits, including the retention of
any nonvested share-based payment awards for their
remaining contractual life, even if another explicit
service condition has not been satisfied. In this
case, the point system effectively accelerates
vesting. On January 1, 20X5, an employee receives
at-the-money options on 100 shares of Entity A’s
stock. All options vest at the end of 3 years of
service and have a 10-year contractual term. At the
grant date, the employee has 60 points and,
therefore, is eligible to retire at any
time.
55-88 Because the employee is
eligible to retire at the grant date, the award’s
explicit service condition is nonsubstantive.
Consequently, Entity A has granted an award that
does not contain a service condition for vesting,
that is, the award is effectively vested, and thus,
the award’s entire fair value should be recognized
as compensation cost on the grant date. All of the
terms of a share-based payment award and other
relevant facts and circumstances must be analyzed
when determining the requisite service
period.
In some cases, an entity may grant share-based payment
awards with an explicit service condition to employees who are eligible for
retirement as of the grant date. These awards may contain a clause that
allows an employee who is retirement-eligible (or who becomes
retirement-eligible) to (1) retain the award and (2) continue to vest in the
award after the employee retires.
The existence of a retirement provision such as that
described above causes the explicit service condition to become
nonsubstantive. ASC 718-10-20 defines the “terms of a share-based payment
award” as follows, in part:
The substantive terms of a
share-based payment award . . . provide the basis for determining the
rights conveyed to a party and the obligations imposed on the issuer,
regardless of how the award and related arrangement, if any, are
structured.
Because the retirement-eligible employee is not required to
provide services during the explicit service period, the explicit service
condition is not considered substantive and does not affect the requisite
service period of the award. The entity has granted an award that does not
contain any vesting conditions and is effectively fully vested on the grant
date. Accordingly, the award’s entire grant-date fair-value-based measure
should be recognized as compensation cost on the grant date.
The award may contain a provision that delays the ability to
sell or exercise the award through the end of the explicit service period.
However, because the employee is not required to provide services after
becoming retirement-eligible, such a provision represents a postvesting
transfer restriction or exercisability condition and does not change the
requisite service period of the award.
Example 3-24
On January 1, 20X1, an entity grants 1,000 equity-classified at-the-money
employee stock options, each with a grant-date fair
value of $6, to employees who are currently
retirement-eligible. The awards legally vest and
become exercisable after three years of service. The
terms of the award also stipulate that the employees
continue to vest after a qualifying retirement, as
defined in their employment agreements. Because the
employees are retirement-eligible on the grant date,
the entity should recognize compensation cost of
$6,000 immediately on the grant date, since the
employees are not required to work during the stated
service period to earn the award.
Example 3-25
On January 1, 20X1, an entity grants 1,000 equity-classified at-the-money
employee stock options, each with a grant-date fair
value of $6, to employees who will become
retirement-eligible two years later on December 31,
20X2. The awards legally vest and become exercisable
after three years of service. The terms of the award
also stipulate that the employees continue to vest
after a qualifying retirement, as defined in their
employment agreements. Because the employees are
retirement-eligible two years after the grant on
December 31, 20X2, the entity should recognize
compensation cost of $6,000 over the two-year period
from the grant date (January 1, 20X1) to the date on
which the employees become retirement-eligible
(December 31, 20X2), since the employees are not
required to provide employee services during the
remainder of the stated service period (January 1,
20X3, through December 31, 20X3) to earn the
award.
3.6.6.2 Noncompete Agreements
ASC 718-20
Example 10: Share Award
With a Clawback Feature
55-84 This Example
illustrates the guidance in paragraph
718-20-35-2.
55-84A
This Example (see paragraphs 718-20-55-85 through
55-86) describes employee awards. However, the
principles on how to account for the various aspects
of employee awards, except for the compensation cost
attribution and certain inputs to valuation, are the
same for nonemployee awards. Consequently, the
accounting for a contingent feature (such as a
clawback) of an award that might cause a grantee to
return to the entity either equity instruments
earned or realized gains from the sale of the equity
instruments earned is equally applicable to
nonemployee awards with the same feature as the
awards in this Example (that is, the clawback
feature). Therefore, the guidance in this Example
also serves as implementation guidance for similar
nonemployee awards.
55-84B
Compensation cost attribution for awards to
nonemployees may be the same or different for
employee awards. That is because an entity is
required to recognize compensation cost for
nonemployee awards in the same manner as if the
entity had paid cash in accordance with paragraph
718-10-25-2C. Additionally, valuation amounts used
in this Example could be different because an entity
may elect to use the contractual term as the
expected term of share options and similar
instruments when valuing nonemployee share-based
payment transactions.
55-85 On January 1, 20X5,
Entity T grants its chief executive officer an award
of 100,000 shares of stock that vest upon the
completion of 5 years of service. The market price
of Entity T’s stock is $30 per share on that date.
The grant-date fair value of the award is $3,000,000
(100,000 × $30). The shares become freely
transferable upon vesting; however, the award
provisions specify that, in the event of the
employee’s termination and subsequent employment by
a direct competitor (as defined by the award) within
three years after vesting, the shares or their cash
equivalent on the date of employment by the direct
competitor must be returned to Entity T for no
consideration (a clawback feature). The chief
executive officer completes five years of service
and vests in the award. Approximately two years
after vesting in the share award, the chief
executive officer terminates employment and is hired
as an employee of a direct competitor. Paragraph
718-10-55-8 states that contingent features
requiring an employee to transfer equity shares
earned or realized gains from the sale of equity
instruments earned as a result of share-based
payment arrangements to the issuing entity for
consideration that is less than fair value on the
date of transfer (including no consideration) are
not considered in estimating the fair value of an
equity instrument on the date it is granted. Those
features are accounted for if and when the
contingent event occurs by recognizing the
consideration received in the corresponding balance
sheet account and a credit in the income statement
equal to the lesser of the recognized compensation
cost of the share-based payment arrangement that
contains the contingent feature ($3,000,000) and the
fair value of the consideration received. This
guidance does not apply to cancellations of awards
of equity instruments as discussed in paragraphs
718-20-35-7 through 35-9. The former chief executive
officer returns 100,000 shares of Entity T’s common
stock with a total market value of $4,500,000 as a
result of the award’s provisions. The following
journal entry accounts for that event.
55-86 If instead of
delivering shares to Entity T, the former chief
executive officer had paid cash equal to the total
market value of 100,000 shares of Entity T’s common
stock, the following journal entry would have been
recorded.
Example 11: Certain
Noncompete Agreements and Requisite Service for
Employee Awards
55-87
Paragraphs 718-10-25-3 through 25-4 require that the
accounting for all share-based payment transactions
with employees or others reflect the rights conveyed
to the holder of the instruments and the obligations
imposed on the issuer of the instruments, regardless
of how those transactions are structured. Some
share-based compensation arrangements with employees
may contain noncompete provisions. Those noncompete
provisions may be in-substance service conditions
because of their nature. Determining whether a
noncompete provision or another type of provision
represents an in-substance service condition is a
matter of judgment based on relevant facts and
circumstances. This Example illustrates a situation
in which a noncompete provision represents an
in-substance service condition.
55-88 Entity K is a
professional services firm in which retention of
qualified employees is important in sustaining its
operations. Entity K’s industry expertise and
relationship networks are inextricably linked to its
employees; if its employees terminate their
employment relationship and work for a competitor,
the entity’s operations may be adversely
impacted.
55-89 As part of its
compensation structure, Entity K grants 100,000
restricted share units to an employee on January 1,
20X6. The fair value of the restricted share units
represents approximately four times the expected
future annual total compensation of the employee.
The restricted share units are fully vested as of
the date of grant, and retention of the restricted
share units is not contingent on future service to
Entity K. However, the units are transferred to the
employee based on a 4-year delayed-transfer schedule
(25,000 restricted share units to be transferred
beginning on December 31, 20X6, and on December 31
in each of the 3 succeeding years) if and only if
specified noncompete conditions are satisfied. The
restricted share units are convertible into
unrestricted shares any time after
transfer.
55-90 The noncompete
provisions require that no work in any capacity may
be performed for a competitor (which would include
any new competitor formed by the employee). Those
noncompete provisions lapse with respect to the
restricted share units as they are transferred. If
the noncompete provisions are not satisfied, the
employee loses all rights to any restricted share
units not yet transferred. Additionally, the
noncompete provisions stipulate that Entity K may
seek other available legal remedies, including
damages from the employee. Entity K has determined
that the noncompete is legally enforceable and has
legally enforced similar arrangements in the
past.
55-91 The nature of the
noncompete provision (being the corollary condition
of active employment), the provision’s legal
enforceability, the employer’s intent to enforce and
past practice of enforcement, the delayed-transfer
schedule mirroring the lapse of noncompete
provisions, the magnitude of the award’s fair value
in relation to the employee’s expected future annual
total compensation, and the severity of the
provision limiting the employee’s ability to work in
the industry in any capacity are facts that provide
a preponderance of evidence suggesting that the
arrangement is designed to compensate the employee
for future service in spite of the employee’s
ability to terminate the employment relationship
during the service period and retain the award
(assuming satisfaction of the noncompete provision).
Consequently, Entity K would recognize compensation
cost related to the restricted share units over the
four-year substantive service period.
55-92 Example 10 (see
paragraph 718-20-55-84) provides an illustration of
another noncompete agreement. That Example and this
one are similar in that both noncompete agreements
are not contingent upon employment termination (that
is, both agreements may activate and lapse during a
period of active employment after the vesting date).
A key difference between the two Examples is that
the award recipient in that Example must provide
five years of service to vest in the award (as
opposed to vesting immediately). Another key
difference is that the award recipient in that
Example receives the shares upon vesting and may
sell them immediately without restriction as opposed
to the restricted share units, which are transferred
according to the delayed-transfer schedule. In that
Example, the noncompete provision is not deemed to
be an in-substance service condition. In making a
determination about whether a noncompete provision
may represent an in-substance service condition, the
provision’s legal enforceability, the entity’s
intent to enforce the provision and its past
practice of enforcement, the employee’s rights to
the instruments such as the right to sell them, the
severity of the provision, the fair value of the
award, and the existence or absence of an explicit
employee service condition are all factors that
shall be considered. Because noncompete provisions
can be structured differently, one or more of those
factors (such as the entity’s intent to enforce the
provision) may be more important than others in
making that determination. For example, if Entity K
did not intend to enforce the provision, then the
noncompete provision would not represent an
in-substance service condition.
Some awards may contain noncompete provisions that require
an employee to forfeit stock options, return shares, or return any gain
realized on the sale of the options or shares if the employee goes to work
for a competitor within a specified period. Generally, the existence of a
noncompete provision does not create an in-substance service condition that
an entity must consider in determining the requisite service period of an
award.
The existence of a noncompete provision alone does not
result in an in-substance service condition. For a noncompete provision to
represent an in-substance service condition, the provision must compel the
individual employee to provide future services to the entity to receive the
benefits of the award. Further, it must be so restrictive that the employee
is unlikely to be able to terminate and retain the award because any new
employment opportunity the individual would reasonably pursue would result
in the award’s forfeiture.
The evaluation of whether a noncompete arrangement creates
an in-substance service condition goes beyond the determination that the
noncompete arrangement is a substantive agreement. An entity must consider
all other terms of the award when determining the requisite service period
(e.g., whether the explicit service period is nonsubstantive). The entity
should consider the following factors when determining whether the
noncompete arrangement creates an in-substance service condition:
- The nature and legal enforceability of the arrangement.
- The lack of an explicit service condition.
- The employee’s rights under the arrangement (e.g., the right to sell).
- The entity’s intent to enforce the arrangement, and its past practice of enforcement.
- The expiration of any transferability or exercisability restriction mirroring the lapse of the arrangement.
- The nature of the entity’s operations, industry, and employee relationships.
- The award’s fair value relative to the employee’s expected future annual total compensation.
- Limitations on the employee’s ability to work in the industry in any capacity.
In Example 11 in ASC 718-20-55-87 through 55-92, the noncompete arrangement represents an in-substance service condition because the outcome for the employee would be essentially the same if there was an explicit vesting period. Although the award was fully vested, compensation cost would be recognized over the term of the noncompete agreement. However, at a meeting of the FASB Statement 123(R) Resource Group, the FASB staff
indicated that Example 11 was intended to be an anti-abuse provision that
would apply in limited circumstances and that an entity must use judgment in
evaluating whether a noncompete provision represents an in-substance service
condition. Accordingly, we believe that it would be rare for a noncompete
arrangement to represent an in-substance service condition.
Example 10 in ASC 718-20-55-84 through 55-86 illustrates a
situation in which the existence of a noncompete arrangement does not compel
the employee to provide services and therefore does not result in an in-substance service condition that would affect
the requisite service period. The noncompete provision is treated as a
clawback feature (see Section 3.9) if and when the employee violates the provision
and returns the award or its cash equivalent. The entity does not consider
the existence of the provision in determining the requisite service period,
and the award is recognized on the basis of the stated vesting terms. In
Example 10, if the award were fully vested, or if the employee were
retirement-eligible and the award were allowed to immediately vest or
continue to vest after retirement (see Section 3.6.6.1), compensation cost
would be recognized immediately.
3.6.6.3 Deep Out-of-the-Money Stock Options
ASC 718-10
Estimating the Employee’s Requisite Service Period
55-67
Paragraph 718-10-35-2 requires that compensation
cost be recognized over the requisite service
period. The requisite service period for an award
that has only a service condition is presumed to be
the vesting period, unless there is clear evidence
to the contrary. The requisite service period shall
be estimated based on an analysis of the terms of
the award and other relevant facts and
circumstances, including co-existing employment
agreements and an entity’s past practices; that
estimate shall ignore nonsubstantive vesting
conditions. For example, the grant of a deep
out-of-the-money share option award without an
explicit service condition will have a derived
service period. Likewise, if an award with an
explicit service condition that was at-the-money
when granted is subsequently modified to accelerate
vesting at a time when the award is deep
out-of-the-money, that modification is not
substantive because the explicit service condition
is replaced by a derived service condition. If a
market, performance, or service condition requires
future service for vesting (or exercisability), an
entity cannot define a prior period as the requisite
service period. The requisite service period for
awards with market, performance, or service
conditions (or any combination thereof) shall be
consistent with assumptions used in estimating the
grant-date fair value of those awards.
A grant of fully vested, deep out-of-the-money stock options
is deemed equivalent to a grant of an award with a market condition. The
stock option awards effectively contain a market condition because the
market price on the grant date is significantly below the exercise price. As
a result, the share price must increase to a level above the exercise price
before the employee receives any value from the award. The market condition
would be reflected in the estimate of the fair-value-based measure on the
grant date. Because ASC 718 does not provide guidance on determining whether
an option is deep out-of-the-money, an entity must use judgment in making
this determination. Factors that an entity may consider include those
affecting the value of the award (e.g., volatility of the underlying stock,
exercise price) and their impact on the expected period required for the
award to become at-the-money.
Because the stated service period is zero (i.e., the award
is fully vested) and the award contains a market condition, the requisite
service period equals the derived service period associated with the market
condition, which is calculated by using a valuation technique (see Section 3.6.3). The lack
of an explicit service period is nonsubstantive because the employee must
continue to work for the entity until the stock option award is in-the-money
to receive any value from the award, since it is customary for awards to
have features that limit exercisability upon termination (the term of the
option typically truncates, such as 30 days after termination). Compensation
cost should be recognized over the derived service period if the requisite
service is expected to be rendered, unless the market condition is satisfied
on an earlier date, in which case any unrecognized compensation cost is
recognized immediately.
Footnotes
1
In some cases, the portion settled in shares may not
be determined up front but could be estimated on the basis of past
practice, plan terms, or communications to employees. Note that the
portion settled in cash is typically accounted for under other U.S.
GAAP unless it meets the scope requirements of ASC 718.
2
One exception to the probability assessment is when
the performance condition is related to a change in control event
associated with an entity’s sale of its business unit (or
subsidiary) to a third party. See Section 3.4.2.1 for further
discussion.