XML 38 R24.htm IDEA: XBRL DOCUMENT v3.10.0.1
Stock Based Compensation Plan
12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
NOTE 17.  STOCK-BASED COMPENSATION         
The Company’s 2017 Stock Incentive Plan, or the 2017 Plan, permits stock-based compensation awards to officers, directors, key employees, and consultants. The 2017 Plan authorized grants of stock‑based compensation instruments to issue up to 4,000,000 shares of Company common stock. As of December 31, 2018, there were 3,165,020 shares available for grant under the 2017 Plan. Though frozen for new issuances, certain awards issued under the 2003 Stock Incentive Plan, or the 2003 Plan, remain outstanding.
Restricted Stock
Restricted stock amortization totaled $29.1 million, $24.9 million, and $22.7 million for the years ended December 31, 2018, 2017, and 2016. Such amounts are included in compensation expense on the accompanying consolidated statements of earnings. The income tax benefit recognized in the consolidated statements of earnings related to this expense was $7.7 million, $8.9 million, and $8.4 million for the years ended December 31, 2018, 2017, and 2016. The amount of unrecognized compensation expense related to all unvested TRSAs and PRSUs as of December 31, 2018 totaled $50.0 million. Such expense is expected to be recognized over a weighted average period of 1.3 years.
The following table presents a summary of restricted stock transactions during the year ended December 31, 2018:
 
TRSAs
 
PRSUs
 
 
 
Weighted
 
 
 
Weighted
 
 
 
Average
 
 
 
Average
 
Number
 
Grant Date
 
Number
 
Grant Date
 
of
 
Fair Value
 
of
 
Fair Value
Year Ended December 31, 2018
Shares
 
(Per Share)
 
Units
 
(Per Unit)
Unvested restricted stock, beginning of year
1,436,120

 
$43.47
 
239,025

 
$38.20
Granted
509,265

 
$53.69
 
86,716

 
$57.52
Vested
(517,547
)
 
$42.86
 

 
$—
Forfeited
(83,182
)
 
$45.96
 

 
$—
Unvested restricted stock, end of year
1,344,656

 
$47.43
 
325,741

 
$43.34

Time-Based Restricted Stock Awards
At December 31, 2018, there were 1,344,656 shares of unvested TRSAs outstanding pursuant to the Company's 2003 and 2017 Stock Incentive Plans (the "Plans"). The TRSAs generally vest over a service period of three to four years from the date of the grant or immediately upon death of an employee. TRSA grants are subject to "double-trigger" vesting, meaning that, in the event of a change in control of the Company, as defined in the Plans, and in the event an employee's employment is terminated within 24 months after the change in control by the Company without Cause or by the employee for Good Reason, as defined in the Plans, such awards will vest. Compensation expense related to TRSAs is based on the fair value of the underlying stock on the award date and is recognized over the vesting period using the straight‑line method.
The weighted average grant date fair value per share of TRSAs granted during 2018, 2017, and 2016 were $53.69, $50.08, and $36.05. The vesting date fair value of TRSAs that vested during 2018, 2017, and 2016 were $25.9 million, $24.9 million, and $14.4 million.
Performance-Based Restricted Stock Units
At December 31, 2018, there were 325,741 units of unvested PRSUs that have been granted. The PRSUs will vest only if performance goals with respect to certain financial metrics are met over a three-year performance period. The PRSUs are not considered issued and outstanding until they vest. PRSUs are granted and initially expensed based on a target number. The number of shares that will ultimately vest based on actual performance will range from zero to a maximum of either 150% or 200% of target. Compensation expense related to PRSUs is based on the fair value of the underlying stock on the award date and is amortized over the vesting period using the straight-line method unless it is determined that: (1) attainment of the financial metrics is less than probable, in which case a portion of the amortization is suspended, or (2) attainment of the financial metrics is improbable, in which case a portion of the previously recognized amortization is reversed and also suspended. If it is determined that attainment of a financial measure higher than target is probable, the amortization will increase up to 150% or 200% of the target amortization amount. Annual PRSU expense may vary during the three-year performance period based upon changes in management's estimate of the number of shares that may ultimately vest. In the case where the performance target for the PRSU’s is based on a market condition (such as total shareholder return), the amortization is neither reversed nor suspended if it is subsequently determined that the attainment of the performance target is less than probable or improbable.
Upon a change in control, each PRSU will (i) be deemed earned at the target level with respect to all open performance periods if the change in control occurs within six months after the grant date, and (ii) be deemed earned at the actual performance level as of the date of the change in control if a change in control occurs more than six months after the grant date, and in both cases, the PRSU will cease to be subject to any further performance conditions, but will be subject to time-based service vesting following the change in control in accordance with the original performance period.
The weighted average grant date fair value per share of PRSUs granted during 2018, 2017, and 2016 was $57.52, $57.80 and $27.32. There were no PRSUs that vested during 2018, 2017, and 2016.