Note 9 – Stock-Based Compensation and Other Employee Benefit Plans

The Company has stock-based compensation plans, under which shares of the Company’s common stock are reserved for issuance. Under all stock-based compensation plans in effect as of June 30, 2017, including employee stock purchase plans, there were approximately 5.0 million shares available for future grant. In March 2017, the Company’s board of directors adopted the Amended and Restated 2013 Incentive Compensation Plan (the “Amended 2013 ICP”), which was effective as of January 1, 2017 and changed the amount of tax the Company can withhold for employee tax withholdings on share-based awards, as provided under ASU 2016-09. The Company adopted ASU 2016-09 as of January 1, 2017, as discussed in Note 1 - Business, Basis of Presentation and Significant Accounting Policies.

Restricted Shares

MasTec grants restricted stock awards and restricted stock units (together “restricted shares”), which are valued based on the closing market share price of MasTec common stock (the “market price”) on the date of grant. During the restriction period, holders of restricted stock awards are entitled to vote the shares. Total unearned compensation related to restricted shares as of June 30, 2017 was approximately $19.2 million, which is expected to be recognized over a weighted average period of approximately 1.4 years. The intrinsic value of restricted shares that vested, which is based on the market price on the date of vesting, totaled $0.2 million and $1.2 million for the three month periods ended June 30, 2017 and 2016, respectively, and totaled $11.7 million and $1.4 million for the six month periods ended June 30, 2017 and 2016, respectively.



Activity, restricted shares: ^(a)	Restricted Shares		Per Share Weighted Average Grant Date Fair Value
Non-vested restricted shares, as of December 31, 2016	1,970,586		$	21.61
Granted	188,843		39.44
Vested	(300,633	)	40.73
Canceled/forfeited	(17,400	)	16.57
Non-vested restricted shares, as of June 30, 2017	1,841,396		$	20.36


(a)	Includes 39,050 and 43,300 restricted stock units as of June 30, 2017 and December 31, 2016, respectively.

Stock Options

The Company previously granted options to purchase its common stock to employees and members of the Board of Directors and affiliates under various stock option plans. During 2016, all stock options that were outstanding under previous stock option grants were exercised. For the three and six month periods ended June 30, 2016, the intrinsic value of options exercised, which is based on the difference between the exercise price and the market share price of the Company’s common stock on the date of exercise, totaled $0.6 million and $1.3 million, respectively. For the three and six month periods ended June 30, 2016, proceeds from options exercised totaled $0.7 million and $2.0 million, respectively.

Employee Stock Purchase Plans

The Company has certain employee stock purchase plans (collectively, “ESPPs”) under which shares of the Company's common stock are available for purchase by eligible employees. The following table provides details pertaining to the Company’s ESPPs for the periods indicated:



	For the Six Months Ended June 30,
	2017		2016
Cash proceeds (in millions)	$	1.6	$	1.3
Common shares issued	49,502		83,680
Weighted average price per share	$	33.30	$	15.95
Weighted average per share grant date fair value	$	8.67	$	4.36

Non-Cash Stock-Based Compensation Expense

Details of non-cash stock-based compensation expense and related tax effects for the periods indicated were as follows (in millions):



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Non-cash stock-based compensation expense	$	3.4	$	3.9	$	7.2	$	7.4
Income Tax Effects:
Income tax effect of non-cash stock-based compensation	$	1.3	$	2.3	$	2.5	$	3.9
Excess tax benefit from non-cash stock-based compensation ^(a)	$	0.0	$	0.9	$	0.1	$	1.1

(a)

Excess tax benefits represent cash flows from tax deductions in excess of the tax effect of compensation expense associated with share-based payment arrangements. For the six month period ended June 30, 2017, the Company incurred a net tax deficiency of $0.1 million related to the vesting of share-based payment awards and excess tax benefits were de minimis. As discussed in Note 1 - Business, Basis of Presentation and Significant Accounting Policies, the Company adopted ASU 2016-09 effective January 1, 2017 on a prospective basis. ASU 2016-09 changed the required presentation of excess tax benefits in the consolidated statement of cash flows from financing activities to operating activities. Excess tax benefits for the comparative prior year period are classified as cash flows from financing activities.