We have granted restricted stock awards under two stock incentive plans: the 2014 Long-Term Incentive Plan and the 2014 Nonemployee Director Stock Incentive Plan. Awards under the following two compensation programs have been granted pursuant to both plans: (1) the Performance Share Award Program ("PSAP") and (2) the Restricted Share Award Program ("RSAP") and the Restricted Share Award Program for Nonemployee Directors (the "Program").

We issue shares from either treasury stock or authorized shares upon the lapsing of vesting restrictions on restricted stock. In 2017, we issued 191,513 shares out of treasury stock relating to the vesting of restricted stock. We do not use cash to settle equity instruments issued under stock-based compensation awards.

2014 Long-Term Incentive Plan

On May 13, 2014, the 2007 Long-Term Incentive Plan was amended, restated and renamed as the 2014 Long-Term Incentive Plan (the "Plan"). The primary changes effected by the 2014 amendment and restatement were to (a) extend the period during which awards may be granted under the Plan to May 12, 2024, and (b) increase the number of common shares subject to the Plan by 1,100,000 shares. The Plan, as amended, provides for a maximum of 11,900,000 common shares to be granted to eligible employees. At December 31, 2017, approximately 1,106,157 shares remained available for the grant of new awards under the Plan. Specifically, we encourage share ownership by awarding various long-term equity incentive awards under the Plan, consisting of the PSAP and RSAP. We believe that widespread common share ownership by key employees is an important means of encouraging superior performance and employee retention. Additionally, our equity-based compensation programs encourage performance and retention by providing additional incentives for executives to further our growth, development and financial success over a longer time horizon by personally benefiting through the ownership of our common shares and/or rights.

Performance Share Award Program

On February 10, 2015, certain executives were awarded rights to receive an aggregate of up to 106,455 common shares if our calculated return on invested capital ("ROIC"), as defined in the PSAP, achieves certain performance criteria as compared to the Bloomberg Comp Group at the end of the performance period, which ends on the last trading day of 2017, December 29, 2017. Unless there is a change in control as defined in the PSAP, none of these awards will vest if the specified performance target is not met as of the last day of the performance period. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $11.3 million over the performance period that began on January 1, 2015, of which $3.8 million has been recognized annually in 2017, 2016, and 2015. At December 29, 2017, the Company had the highest ROIC compared to the Bloomberg Comp Group. The Compensation Committee of our Board of Supervisory Directors verified that the performance target criteria had been met and 106,455 shares vested. We issued these common shares on December 29, 2017 and, simultaneously, the participants surrendered 37,534 common shares to settle any personal tax liabilities which may result from the award, as permitted by the agreement. We recorded these surrendered shares as treasury stock with an aggregate cost of $4.1 million at $109.55 per share.

On February 16, 2016, certain executives were awarded rights to receive an aggregate of up to 122,515 common shares if our calculated ROIC, as defined in the PSAP, achieves certain performance criteria as compared to the Bloomberg Comp Group at the end of the performance period, which ends on the last trading day of 2018, December 31, 2018. Unless there is a change in control as defined in the PSAP, none of these awards will vest if the specified performance target is not met as of the last day of the performance period. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $11.4 million over the performance period that began on January 1, 2016, of which $3.9 million has been recognized annually in 2017 and 2016. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 12 months.

On February 14, 2017, certain executives were awarded rights to receive an aggregate of up to 128,112 common shares if our calculated ROIC, as defined in the PSAP, achieves certain performance criteria as compared to the Bloomberg Comp Group at the end of the performance period, which ends on the last trading day of 2019, December 31, 2019. Unless there is a change in control as defined in the PSAP, none of these awards will vest if the specified performance target is not met as of the last day of the performance period. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $14.2 million over the performance period that began on January 1, 2017, of which $4.7 million has been recognized in 2017. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 24 months.

Restricted Share Award Program

In 2004, the Compensation Committee of our Board of Supervisory Directors approved the RSAP to attract and retain the best employees, and to better align employee interests with those of our shareholders. Under this arrangement we awarded grants totaling 101,811 shares, 104,164 shares, and 91,784 shares in 2017, 2016, and 2015, respectively. Each of these grants has a vesting period of principally six years and vests ratably on an annual basis. There are no performance accelerators for early vesting for these awards. Awards under the RSAP are classified as equity awards and recorded at the grant-date fair value with the compensation expense recognized over the expected life of the award. As of December 31, 2017, there was $26.4 million of unrecognized total stock-based compensation relating to non-vested RSAP awards. The unrecognized compensation expense is expected to be recognized over an estimated weighted-average amortization period of 42 months. The grant-date fair value of shares granted was $9.5 million, $10.0 million and $8.9 million in 2017, 2016 and 2015, respectively. We recognized compensation expense of $9.0 million, $10.5 million and $10.4 million in 2017, 2016 and 2015, respectively. The total grant-date fair value, which is the intrinsic value, of the shares vested was $9.6 million, $9.9 million and $10.4 million in 2017, 2016 and 2015, respectively.

2014 Nonemployee Director Stock Incentive Plan

On May 13, 2014, the 2006 Nonemployee Director Stock Option Plan was amended, restated and renamed as the 2014 Nonemployee Director Stock Incentive Plan (the "Director Plan"). The primary change effected by the 2014 amendment was to extend the period during which awards may be granted under the Director Plan to May 12, 2024. The Director Plan provides common shares for grant to our eligible Supervisory Directors. The maximum number of shares available for award under this plan is 1,400,000 common shares. As of December 31, 2017 approximately 543,159 shares remained available for issuance under the Director Plan. Only non-employee Supervisory Directors are eligible for these equity-based awards under the Director Plan.

In 2011, the Compensation Committee of our Board of Supervisory Directors approved the restricted share award program (the "Program") to compensate our non-employee Supervisory Directors. Under this arrangement we awarded grants totaling 9,093 shares, 10,680 shares and 8,616 shares in 2017, 2016, and 2015, respectively. The shares awarded in 2017 have a vesting period of one year; the shares awarded in 2016 and 2015 have a vesting period of three years for each grant. There are no performance accelerators for early vesting for these awards. Awards under the Program are classified as equity awards and recorded at the grant-date fair value with compensation expense recognized over the expected life of the award. As of December 31, 2017, there was $0.8 million of unrecognized total stock-based compensation relating to non-vested Program awards. The unrecognized compensation expense is expected to be recognized over an estimated weighted-average amortization period of 10 months. The grant-date fair value of shares granted was $1.0 million, $1.1 million and $0.9 million in 2017, 2016, and 2015, respectively, and we have recognized compensation expense of $1.5 million, $0.9 million and $0.9 million in 2017, 2016, and 2015, respectively.

Stock-based Compensation

Non-vested restricted share awards outstanding under both the Plan and the Director Plan as of December 31, 2017 and changes during the year were as follows:



	Number of Shares		Weighted Average Grant Date Fair Value per Share
Non-vested at December 31, 2016	545,614		$	110.11
Granted	203,512		101.97
Vested	(191,022	)	114.11
Forfeited	(21,354	)	114.89
Non-vested at December 31, 2017	536,750		$	105.42

For the years ended December 31, 2017, 2016 and 2015, stock-based compensation expense under both the Plan and the Director Plan recognized in the income statement is as follows (in thousands):



	2017		2016		2015
Cost of product sales and services	$	8,879	$	10,073	$	10,126
General and administrative	14,063		12,006		11,153
Total stock-based compensation expense	$	22,942	$	22,079	$	21,279