SHARE-BASED COMPENSATION

6 Months Ended

Sep. 30, 2016

11.	SHARE-BASED COMPENSATION

Share-Based Plans

As of September 30, 2016, we had share-based awards outstanding under the following plans: (1) the 2008 Non-Employee Director Long-Term Incentive Plan (“2008 Director LTIP”), and (2) the 2012 Employee Long-Term Incentive Plan (“2012 Employee LTIP”). Both of the share-based plans define fair market value as the previous trading day’s closing price when the grant date falls on a date the stock was not traded.

Restricted Stock Activity

For the six months ended September 30, 2016, we granted 5,495 restricted shares under the 2008 Director LTIP, and 67,269 restricted shares under the 2012 Employee LTIP. For the six months ended September 30, 2015, we granted 6,151 restricted shares under the 2008 Director LTIP, and 118,974 restricted shares under the 2012 Employee LTIP. A summary of the restricted shares is as follows:

	Number of Shares			Weighted Average Grant- date Fair Value

Nonvested April 1, 2016		203,828		$	72.33
Granted		72,764		$	86.22
Vested		(89,906	)	$	66.01
Nonvested September 30, 2016		186,686		$	80.79

Upon each vesting period of the restricted stock awards, employees are subject to minimum tax withholding obligations. Under the 2012 Employee LTIP, we may purchase a sufficient number of shares due to the participant to satisfy their minimum tax withholding on employee stock awards. For the six months ended September 30, 2016, the Company had withheld 29,736 shares of common stock at a value of $2.6 million, which was included in treasury stock.

Compensation Expense

We recognize compensation cost for awards of restricted stock with graded vesting on a straight line basis over the requisite service period. There are no additional conditions for vesting other than service conditions. During the three months ended September 30, 2016 and 2015, we recognized $1.4 million and $1.5 million, respectively, of total share-based compensation expense. During the six months ended September 30, 2016 and 2015, we recognized $2.9 million and $2.7 million, respectively, of total share-based compensation expense. Unrecognized compensation expense related to non-vested restricted stock was $13.4 million as of September 30, 2016, which will be fully recognized over the next forty-five (45) months.

We also provide our employees with a contributory 401(k) plan. Employer contribution percentages are determined by us and are discretionary each year. The employer contributions vest pro-ratably over a four-year service period by the employees, after which all employer contributions will be fully vested. For both the three months ended September 30, 2016 and 2015, our estimated contribution expense for the plan was $0.4 million. For the six months ended September 30, 2016 and 2015, our estimated contribution expense for the plan was $0.8 million and $0.7 million, respectively.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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