Note 17—Stock-Based Compensation

In February 2010, the Bruker BioSciences Corporation Amended and Restated 2000 Stock Option Plan (the “2000 Plan”), expired at the end of its scheduled ten‑year term. On March 9, 2010, the Company’s Board of Directors unanimously approved and adopted the Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”), and on May 14, 2010, the 2010 Plan was approved by the Company’s stockholders. The 2010 Plan provided for the issuance of up to 8,000,000 shares of the Company’s common stock. The 2010 Plan allowed a committee of the Board of Directors (the “Compensation Committee”) to grant incentive stock options, non-qualified stock options and restricted stock awards. The Compensation Committee had the authority to determine which employees would receive the awards, the amount of the awards and other terms and conditions of any awards. Awards granted under the 2010 Plan typically were made subject to a vesting period of three to five years.

In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s stockholders. With the approval of the 2016 Plan, no further grants will be made under the 2010 Plan. The 2016 Plan provides for the issuance of up to 9,500,000 shares of the Company’s common stock and permits the grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares and performance units, as well as cash-based awards. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. Stock option awards granted under the 2016 Plan typically vest over a period of one to four years.

Starting in 2017, members of the Company’s Board of Directors receive an annual award of restricted stock units which vest over a one-year service period.

Stock option activity for the year ended December 31, 2018 was as follows:


				Weighted
				Average
		Weighted		Remaining	Aggregate
	Shares Subject	Average		Contractual	Intrinsic Value
	to Options	Option Price		Term (Yrs)	(in millions) (b)
Outstanding at December 31, 2017	3,235,673	$	20.16
Granted	126,260		35.86
Exercised	(575,372)		17.87
Forfeited/Expired	(193,251)		20.31
Outstanding at December 31, 2018	2,593,310	$	21.41	5.6	$	22.4
Exercisable at December 31, 2018	1,789,819	$	19.77	5.1	$	17.9
Exercisable and expected to vest at December 31, 2018 (a)	2,533,128	$	21.33	5.6	$	22.1

(a)

In addition to the options that are vested at December 31, 2018, the Company expects a portion of the unvested options to vest in the future. Options expected to vest in the future are determined by applying an estimated forfeiture rate to the options that are unvested as of December 31, 2018.

(b)

The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $29.77 on December 31, 2018, or the date of exercises, as appropriate, and the exercise price of the underlying stock options.

The weighted average fair value of options granted was $9.50, $7.61 and $7.72 per share for the years ended December 31, 2018, 2017 and 2016, respectively.

The total intrinsic value of options exercised was $8.0 million, $16.2 million and $11.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Unrecognized pre‑tax stock‑based compensation expense of $4.4 million related to stock options awarded under the 2010 and 2016 Plans is expected to be recognized over the weighted average remaining service period of 2.08 years for stock options outstanding at December 31, 2018.

Restricted shares of the Company’s common stock are periodically awarded to executive officers, directors and certain key employees of the Company, subject to service restrictions, which vest ratably over periods of one to four years. The restricted shares of common stock may not be sold or transferred during the restriction period. Stock-based compensation for restricted stock is recorded based on the stock price on the grant date and charged to expense ratably throughout the restriction period.

The following table summarizes information about restricted stock award activity during the year ended December 31, 2018:


		Weighted
		Average Grant
	Shares Subject	Date Fair
	to Restriction	Value
Outstanding at December 31, 2017	85,529	$	20.39
Vested	(54,343)		20.12
Forfeited	(6,553)		24.80
Outstanding at December 31, 2018	24,633	$	19.82

The total fair value of restricted stock vested was $1.8 million, $2.3 million and $1.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Unrecognized pre‑tax stock‑based compensation expense of $0.3 million related to restricted stock awarded under the 2010 Plan is expected to be recognized over the weighted average remaining service period of 0.6 years for awards outstanding at December 31, 2018.

Restricted stock units of the Company’s common stock are periodically awarded to executive officers, directors and certain employees of the Company which vest ratably over a service periods of one to four years. Stock-based compensation for restricted stock units is recorded based on the stock price on the grant date and charged to expense ratably throughout the vesting period.

The following table summarizes information about restricted stock unit activity for year ended December 31, 2018:


		Weighted
		Average Grant
	Shares Subject	Date Fair
	to Restriction	Value
Outstanding at December 31, 2017	652,123	$	25.47
Granted	428,464		33.76
Vested	(203,144)		24.95
Forfeited	(71,194)		26.89
Outstanding at December 31, 2018	806,249	$	29.88

The total fair value of restricted stock vested was $6.9 million and $2.0 million for the years ended December 31, 2018 and 2017, respectively. No restricted stock units vested in the years ended December 31, 2016.

Unrecognized pre-tax stock-based compensation expense of $18.8 million related to restricted stock units awarded under the 2016 Plan is expected to be recognized over the weighted average remaining service period of 3.07 years for units outstanding at December 31, 2018.

In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation—Improvements to Employee Share-Based Payment Accounting. The new standard simplifies accounting for share-based payment transactions, including income tax consequences and the classification of the tax impact on the statement of cash flows. The Company adopted this standard effective January 1, 2017. The ASU requires that the difference between the actual tax benefit realized upon exercise or vesting, as applicable, and the tax benefit recorded based on the fair value of the stock award at the time of grant (the “excess tax benefits”) be reflected as a reduction of the current period provision for income taxes with any shortfall recorded as an increase in the tax provision rather than as a component of changes to additional paid-in capital. The ASU also required the excess tax benefit realized be reflected as an operating cash flow rather than a financing cash flow. This standard was adopted by the Company on a modified retrospective basis with respect to the previously unrecognized windfalls, which resulted in a cumulative adjustment to retained earnings of $3.6 million as of January 1, 2017 related to the timing of when excess tax benefits are recognized. The Company adopted this standard on a prospective basis with respect to the statements of income and cash flows and recognized an excess tax benefit related to stock compensation which decreased income tax expense in the amount of $1.3 million and $1.9 million for the years ended December 31, 2018 and 2017, respectively. The excess tax benefits were previously recorded in equity. The Company continues to utilize a historical forfeiture rate to estimate future forfeitures.