Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION PLAN

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STOCK-BASED COMPENSATION PLAN
12 Months Ended
Dec. 31, 2012
STOCK-BASED COMPENSATION PLAN  
STOCK-BASED COMPENSATION PLAN

22. STOCK-BASED COMPENSATION PLAN

        Under the Stock Incentive Plan, a plan approved by stockholders, we may grant non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants are fixed at the grant date. As of December 31, 2012 we were authorized to grant up to 32.6 million shares under the Stock Incentive Plan. As of December 31, 2012, we had 8 million shares remaining under the Stock Incentive Plan available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Stock- based awards generally vest over a three-year period.

        The compensation cost from continuing operations under the Stock Incentive Plan for our Company and Huntsman International were as follows (dollars in millions):

 
  Year ended December 31,  
 
  2012   2011   2010  

Huntsman Corporation compensation cost

  $ 27   $ 24   $ 27  

Huntsman International compensation cost

    26     22     24  

        The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $6 million, $6 million and $8 million for the years ended December 31, 2012, 2011 and 2010, respectively.

        The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted averages of the assumptions utilized for all stock options granted during the year.

 
  Year ended December 31,  
 
  2012   2011   2010  

Dividend yield

    3.0 %   2.3 %   3.0 %

Expected volatility

    65.3 %   65.6 %   69.0 %

Risk-free interest rate

    1.3 %   2.8 %   3.1 %

Expected life of stock options granted during the period

    6.6 years     6.6 years     6.6 years  

STOCK OPTIONS

        A summary of stock option activity under the Stock Incentive Plan as of December 31, 2012 and changes during the year then ended is presented below:

Option Awards
  Shares   Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Term
  Aggregate
Intrinsic
Value
 
 
  (in thousands)
   
  (years)
  (in millions)
 

Outstanding at January 1, 2012

    10,345   $ 13.83              

Granted

    1,363     13.41              

Exercised

    (902 )   3.37              

Forfeited

    (289 )   19.48              
                         

Outstanding at December 31, 2012

    10,517     14.52     5.4   $ 42  
                         

Exercisable at December 31, 2012

    8,390     14.56     4.5     39  
                         

        The weighted-average grant-date fair value of stock options granted during 2012, 2011 and 2010 was $6.36, $9.17 and $6.97 per option, respectively. As of December 31, 2012, there was $9 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.4 years.

        During the years ended December 31, 2012, 2011 and 2010, the total intrinsic value of stock options exercised was $10 million, $19 million and $14 million, respectively.

NONVESTED SHARES

        Nonvested shares granted under the Stock Incentive Plan consist of restricted stock, which is accounted for as an equity award, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. A summary of the status of our nonvested shares as of December 31, 2011 and changes during the year then ended is presented below:

 
  Equity Awards   Liability Awards  
 
  Shares   Weighted
Average
Grant-Date
Fair Value
  Shares   Weighted
Average
Grant-Date
Fair Value
 
 
  (in thousands)
   
  (in thousands)
   
 

Nonvested at January 1, 2012

    2,287   $ 9.92     1,100   $ 9.42  

Granted

    934     13.41     383     13.41  

Vested

    (1,402 )(1)   7.09     (760 )   6.53  

Forfeited

    (30 )   15.27     (85 )   15.16  
                   

Nonvested at December 31, 2012

    1,789     13.87     638     14.50  
                   

(1)
As of December 31, 2012, a total of 516,338 restricted stock units were vested, of which 72,161 vested during 2012. Only 176,327 of these shares have been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

        As of December 31, 2012, there was $18 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.5 years. The value of share awards that vested during the years ended December 31, 2012, 2011 and 2010 was $21 million, $23 million and $18 million, respectively.