12. STOCK-BASED COMPENSATION

The Company's 2011 Equity Incentive Plan (“2011 Plan”) provides for the grant of up to an aggregate of 1,000,000 shares of restricted stock, restricted share units, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock, to officers, employees and directors of the Company. The 2011 Plan was approved by the Company’s shareholders at the 2012 Annual Meeting. At December 30, 2017, 457,567 shares remained available to be issued through the 2011 Plan. Compensation cost is measured at the date of the grant and is recognized in earnings over the period in which the shares vest. Restricted stock expense for the twelve months ended December 30, 2017, December 31, 2016, and January 2, 2016 totaled $2,376, $3,676 and $3,254, respectively.

The following table summarizes restricted stock activity for the years ended December 30, 2017, December 31, 2016, and January 2, 2016:

	Number of shares (in thousands)			Weighted average grant-date fair value
Nonvested balance at December 27, 2014		191		$	34.81
Granted		70			29.89
Vested		(88	)		33.19
Forfeitures		(9	)		34.06
Nonvested balance at January 2, 2016		164		$	33.54
Granted		45			33.22
Vested		(100	)		34.63
Forfeitures		(5	)		33.10
Nonvested balance at December 31, 2016		104		$	32.42
Granted		74			35.45
Vested		(84	)		32.97
Forfeitures		(6	)		32.60
Nonvested balance at December 30, 2017		88		$	34.44

The Company had $1,988 of total unrecognized compensation cost related to restricted stock awards granted under the 2011 Plan as of December 30, 2017. That cost is expected to be recognized over a weighted average period of 1.35 years.

The Company maintains an Employee Stock Purchase Plan (“ESPP”), in which only Sun Hydraulics US employees are eligible to participate. Employees in the United States who choose to participate are granted an opportunity to purchase common stock at 85 percent of market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom, under a separate plan, are granted an opportunity to purchase common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for each six shares purchased by the employee under the ESPP. The ESPP authorizes the issuance, and the purchase by employees, of up to 1,096,875 shares of common stock through payroll deductions. No U.S. employee is allowed to buy more than $25 of common stock in any year, based on the market value of the common stock at the beginning of the purchase period, and no U.K. employee is allowed to buy more than the lesser of £1.5 or 10% of his or her annual salary in any year. Employees purchased 31,983 shares at a weighted average price of $36.20, and 33,956 shares at a weighted average price of $25.95, under the ESPP during the twelve months ended December 30, 2017, and December 31, 2016, respectively. The Company recognized $429, $312 and $199 of compensation expense during the twelve months ended December 30, 2017, December 31, 2016, and January 2, 2016, respectively. At December 30, 2017, 546,309 shares remained available to be issued through the ESPP and the U.K. plan.

In March 2012, the Board of Directors adopted the Sun Hydraulics Corporation 2012 Nonemployee Director Fees Plan (the “2012 Directors Plan”), which was approved by the shareholders of the Company at its 2012 annual meeting. Under the 2012 Directors Plan, Nonemployee Directors are compensated for their Board service solely in shares of common stock. In February 2015, the Board adopted amendments to the 2012 Directors Plan, which revised the compensation for Nonemployee Directors. Each Nonemployee Director now receives an annual retainer of 2,000 shares of Common Stock. The Chairman's retainer is twice that of a regular director, and the retainer for the chairs of each Board Committee is 150% that of a regular director. In addition, each Nonemployee Director receives 250 shares of Common Stock for attendance at each Board meeting and each meeting of each committee of the Board on which he or she serves when the committee meeting is not held within one day of a meeting of the Board. In June 2015, the Company's shareholders approved the amendments to the 2012 Directors Plan.

The Board has the authority to change from time to time, in any manner it deems desirable or appropriate, the share compensation to be awarded to all or any one or more Nonemployee Directors, provided that, with limited exceptions, such changes are subject to prior shareholder approval. The aggregate number of shares which may be issued during any single calendar year is limited to 35,000 Shares. The 2012 Directors Plan authorizes the issuance of up to 270,000 shares of common stock. At December 30, 2017, 148,874 shares remained available for issuance under the 2012 Directors Plan. Directors were granted 26,000 and 24,500 shares for the twelve months ended December 30, 2017, and December 31, 2016, respectively. The Company recognized director stock compensation expense of $1,240, $831, and $829 for the twelve months ended December 30, 2017, December 31, 2016, and January 2, 2016, respectively.