

10.	Incentive Plans

The Insperity, Inc. 2001 Incentive Plan, as amended, and the 2012 Incentive Plan, as amended, (collectively, the “Incentive Plans”) provide for options and other stock-based awards that have been and may be granted to eligible employees and non-employee directors of Insperity or its subsidiaries. The 2012 Incentive Plan is currently the only plan under which new stock-based awards may be granted. The Incentive Plans are administered by the Compensation Committee of the Board of Directors (the “Committee”). The Committee has the power to determine which eligible employees will receive awards, the timing and manner of the grant of such awards, the exercise price of stock options (which may not be less than market value on the date of grant), the number of shares and all of the terms of the awards. The Board may at any time amend or terminate the Incentive Plans. However, no amendment that would impair the rights of any participant, with respect to outstanding grants, can be made without the participant’s prior consent. Stockholder approval of amendments to the Incentive Plans is necessary only when required by applicable law or stock exchange rules. At December 31, 2017, 2,881,839 shares of common stock were available for future grants under the 2012 Incentive Plan. The 2001 Incentive Plan only has outstanding nonqualified stock options. The 2012 Incentive Plan permits stock options, including nonqualified stock options and options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code, stock awards, phantom stock awards, stock appreciation rights, performance units, and other stock-based awards and cash awards, all of which may or may not be subject to the achievement of one or more performance objectives. The purpose of the Incentive Plan generally is to retain and attract persons of training, experience and ability to serve as employees of Insperity and its subsidiaries and to serve as non-employee directors of Insperity, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of Insperity and its subsidiaries.

On March 30, 2015, we adopted the Insperity, Inc. Long-Term Incentive Program (“LTIP”) under the Insperity, Inc. 2012 Incentive Plan. The LTIP provides for performance-based long-term compensation awards in the form of performance units to certain employees based on the achievement of pre-established performance goals. We granted performance units under the LTIP to our named executive officers and certain other officers in 2015, 2016 and 2017.

We recognized $24.3 million, $16.6 million and $13.3 million of compensation expense associated with the restricted stock and the LTIP awards in 2017, 2016 and 2015, respectively. Included in 2017, is $2.3 million of stock-based compensation associated with the acceleration of restricted stock awards from the first quarter of 2018 to December 2017 in order to maximize our tax deduction, which would have been limited under the 2017 Tax Reform Act. We recognized $15.4 million, $7.7 million and $5.3 million of tax benefits associated with stock-based compensation in 2017, 2016 and 2015, respectively.

Stock Option Awards

The following is a summary of stock option award activity for 2017:



	Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)			(in years)	(in thousands)
Outstanding - December 31, 2016	16	$	15.30
Granted	—	—
Exercised	—	—
Canceled	—	—
Outstanding - December 31, 2017	16	$	15.30	3.5	$	657
Exercisable - December 31, 2017	16	$	15.30	3.5	$	657

The intrinsic value of options exercised during the year was $0.8 million in 2016 and $0.3 million in 2015.

Restricted Stock Awards

Restricted common shares, under equity plan accounting, are generally measured at fair value on the date of grant based on the number of shares granted, estimated forfeitures and the quoted price of the common stock. Such value is recognized as compensation expense over the corresponding vesting period, three to five years for our shares currently outstanding. The total fair value of shares vested during the years ended December 31, 2017, 2016, and 2015 was $46.0 million, $16.2 million and $18.6 million, respectively. The weighted average grant date fair value of restricted stock awards granted during the years ended December 31, 2017, 2016 and 2015 was $42.15, $26.33 and $25.77, respectively. As of December 31, 2017, unrecognized compensation expense associated with the unvested shares outstanding was $12.1 million and is expected to be recognized over a weighted average period of 20 months.

The following is a summary of restricted stock award activity for 2017:



	Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Non-vested - December 31, 2016	1,006		$	23.09
Granted	323		42.15
Vested	(952	)	24.87
Canceled/Forfeited	(34	)	31.24
Non-vested - December 31, 2017	343		$	35.29

Long-Term Incentive Program Awards

Each performance unit represents the right to receive one common share at a future date based on our performance against specified targets. A performance unit may be comprised of either a performance based award or a market-based award. For performance based awards, performance units have a vesting schedule of three years and the fair value is the market price of one common share on the date of grant. For market-based awards, performance units vest at the end of a three-year period assuming continued employment and achievement of market-based performance goals. The fair value of each market-based performance unit was determined through the use of the Monte Carlo simulation method. The compensation expense for the LTIP awards is recognized on a straight-line basis over the vesting terms. Over the performance period, the number of shares expected to be issued is adjusted upward or downward based upon the probability of achievement of the performance targets. The ultimate number of shares issued and the related compensation cost recognized is based on a comparison of the final performance metrics to the specified targets.

The following is a summary of LTIP award activity for 2017:



	Number of Performance Units at Target	Weighted Average Grant Date Fair Value		Maximum Shares Eligible to Receive
	(in thousands)			(in thousands)
Unvested at December 31, 2016	463	$	28.02	844
Granted	195	41.55		332
Vested	—	—		—
Canceled	—	—		—
Unvested at December 31, 2017	658	$	32.03	1,176

Expected to vest	926

As of December 31, 2017, we estimate that approximately 358,000, 317,000 and 251,000 shares will vest with $0.5 million, $3.3 million and $7.6 million in unamortized compensation expense related to the 2015, 2016 and 2017 grants, respectively.

Employee Stock Purchase Plan

Our employee stock purchase plan (the “ESPP”) enables employees to purchase shares of Insperity stock at a 5% discount. The ESPP is a non-compensatory plan under generally accepted accounting principles of stock-based compensation. As a result, no compensation expense is recognized in conjunction with this plan. Approximately 38,000, 34,000 and 48,000 shares were issued from treasury under the ESPP during fiscal years 2017, 2016 and 2015, respectively.