Share-Based Compensation

The Company has two share-based compensation plans: the 1993 Plan covering officers and key employees and the Director’s Plan covering non-employee directors. The Company recognizes compensation cost based on the fair value of the awards on the date of grant. The compensation cost is recognized over the requisite service period of the award, which is generally the shorter of the vesting period that the holder is required to provide service, or the period from the grant date to the date on which the employee is eligible to retire. Upon retirement, as defined in the Company’s share-based compensation plans, outstanding awards are subject to certain accelerated vesting terms.

Awards granted under the share-based compensation plans are paid from shares held in treasury and newly issued shares. The total compensation cost that has been charged against income related to these share-based compensation plans was $8.7 million, $10.0 million and $11.4 million for the years ended June 30, 2016, 2015 and 2014, respectively.

1993 Plan

The 1993 plan provides that the Board of Directors or a designated committee may grant stock options, restricted stock and restricted stock units, and determine the terms and conditions of each grant. The 1993 plan provides the Chief Executive Officer with limited authority to grant awards. As of June 30, 2016, 1,180,272 shares were available for awards which may be granted under this plan.

Director’s Plan

The Director’s plan provides for the granting of stock options and stock units to non-employee Directors. As of June 30, 2016, 604,211 shares were reserved for awards which may be granted under this plan.

Stock Options (all plans)

Stock options granted under the plans above are granted with an exercise price equal to at least the fair market value of the Company’s common stock on the date of grant. The options are typically exercisable after one to three years of service and expire no longer than ten years from the grant date.

The fair value of stock options awarded in fiscal years 2016, 2015 and 2014 were estimated on the date of each grant using a Black-Scholes option pricing model with the following weighted-average assumptions:



	Years Ended June 30,
	2016		2015		2014
Expected volatility	33	%	36	%	49	%
Dividend yield	2.0	%	1.6	%	1.3	%
Risk-free interest rate	1.5	%	1.4	%	1.4	%
Expected term (in years)	5.0		5.0		5.0

The assumptions are based on multiple factors, including historical exercise patterns of employees in relatively homogeneous groups with respect to exercise and post-vesting employment termination behaviors, expected future exercising patterns for these same homogeneous groups and the implied volatility of our stock price based on historical performance for the same expected term of the options granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of each grant.



	Number of Awards		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding at June 30, 2013	1,088,728		$	37.51
Granted	243,292		$	54.65
Exercised	(236,540	)	$	30.19
Cancelled	(31,585	)	$	49.83
Outstanding at June 30, 2014	1,063,895		$	42.69
Granted	702,411		$	48.28
Exercised	(73,067	)	$	31.53
Cancelled	(185,361	)	$	52.67
Outstanding at June 30, 2015	1,507,878		$	44.61
Granted	277,769		$	36.31
Exercised	(19,627	)	$	25.12
Cancelled	(64,518	)	$	47.98
Outstanding at June 30, 2016	1,701,502		$	43.35	6.6 years	$	2.6

Exercisable at June 30, 2016	1,295,510		$	43.40	6.0 years	$	2.6

Outstanding and Exercisable Options



Exercise Price Range	Number Outstanding at June 30, 2016	Weighted Average Remaining Contractual Term (in Years)	Weighted Average Exercise Price		Number Exercisable at June 30, 2016	Weighted Average Exercise Price
$14.17 - $20.00	61,537	3.1	$	17.29	61,537	$	17.29
$20.01 - $30.00	162,321	2.9	$	22.72	162,321	$	22.72
$30.01 - $40.00	341,722	7.9	$	35.83	84,772	$	34.51
$40.01 - $50.00	394,385	7.0	$	43.11	394,385	$	43.11
$50.01 - $63.54	741,537	6.8	$	53.62	592,495	$	53.25
	1,701,502		$	43.35	1,295,510	$	43.40

The weighted average grant date fair value of options awarded during fiscal years 2016, 2015 and 2014 was $9.27, $11.78 and $21.31, respectively. Share-based compensation charged against income related to stock options for the years ended June 30, 2016, 2015 and 2014 was $3.1 million, $6.8 million and $3.5 million, respectively. As of June 30, 2016, $1.5 million of compensation cost related to nonvested stock options will be recognized over a weighted average remaining life of 1.2 years.

Of the options outstanding at June 30, 2016, 1,418,935 relate to the 1993 plan and 282,567 relate to the Directors’ Plan.

Restricted Stock Unit Awards (1993 Plan)

Restricted stock unit awards are granted to employees with performance and/or service conditions. Earned restricted stock unit awards receive non-forfeitable cash dividends during the restriction period. The fair value of the restricted stock unit awards is determined based on the close price of the Company’s stock on the grant date.

Performance-based restricted stock unit awards are earned dependent upon how certain performance goals are achieved during a specified performance period according to the terms determined at the date of the grant. These shares typically vest zero to two years from the date of the attainment of the specified performance goals. Compensation cost is determined and charged to expense beginning in the performance period through the vesting period.

Time-based restricted stock unit awards typically vest three years from the date of grant. Compensation cost related to time-based stock unit awards is recognized over the vesting period of the award.

Amounts charged to compensation expense for restricted stock unit awards was $2.4 million, $1.3 million and $2.8 million for the years end June 30, 2016, 2015 and 2014, respectively. As of June 30, 2016, $2.9 million of compensation cost related to restricted stock unit awards remains to be recognized over a weighted average remaining life of 1.9 years.



	Number of Awards		Weighted Average Grant Date Fair Value
Restricted Balance at June 30, 2013	215,415		$	43.75
Time-based granted	14,086		$	52.58
Performance-based granted	20,794		$	48.85
Vested	(120,117	)	$	43.96
Forfeited	(16,615	)	$	48.02
Restricted Balance at June 30, 2014	113,563		$	44.99
Time-based granted	97,168		$	42.65
Performance-based granted	895		$	54.37
Vested	(76,214	)	$	42.04
Forfeited	(8,003	)	$	48.94
Restricted Balance at June 30, 2015	127,409		$	45.09
Time-based granted	130,742		$	35.96
Performance-based granted	49,529		$	31.11
Vested	(36,057	)	$	48.85
Forfeited	(83,154	)	$	42.14
Restricted Balance at June 30, 2016	188,469		$	35.69

Total Stockholder Return Awards

The Company granted Total Stockholder Return (“TSR”) awards in fiscal years 2016, 2015 and 2014. The TSR awards are granted at a target number of shares. The TSR awards are earned based on the Company’s total stockholder return compared to the total stockholder returns of the Russell Materials and Processing Growth Index at the end of a three-year period. The actual number of shares awarded may range from a minimum of 0 percent of the target shares to a maximum of 200 percent of the target shares. Participants do not have any rights to dividends (or equivalents) during the performance period. The fair value of the TSR awards was estimated using Monte Carlo valuation models. Compensation cost related to TSR awards recognized in fiscal years 2016, 2015 and 2014 was $2.0 million, $0.8 million and $3.9 million, respectively.

Director Stock Units

According to the provisions of the Director’s plan, on the date of each annual stockholders’ meeting or on such other regularly scheduled date as the Board of Directors may determine from time to time in light of the Company’s prevailing practices for the grant of equity awards to employees, each Director shall be granted, in place of cash compensation, a number of stock units determined by dividing 50 percent of the Director’s annual retainer by the fair market value of the Company’s common stock on that date. These stock units vest as to one-quarter of the units for every three months of service following the grant date and are fully vested on the first anniversary of the grant date. At the Director’s election, the remaining 50 percent of the annual retainer and 100 percent of committee chair fees may be paid in stock units in lieu of cash. These units are immediately vested.

In addition to the grant of retainer stock units described above, each Director may be granted annually an additional award of stock units as the Board may determine by resolution. These stock units vest as to one-quarter of the units for every three months of service following the grant date and are fully vested on the first anniversary of the grant date.

Additional units are credited to each Director on a quarterly basis to reflect dividend equivalents on the Company’s common stock.

In the case of separation from service due to death or disability, all stock units shall immediately vest.

Following a Director’s separation from service, or such other elected distribution date or event, the number of stock units credited to the Director’s account will be converted to an equivalent number of the Company’s common stock.



	Number of Units		Weighted Average Grant Date Fair Value
Outstanding at June 30, 2013	246,519		$	30.06
Granted	19,770		$	59.47
Dividend equivalents	3,026		$	—
Outstanding at June 30, 2014	269,315		$	32.25
Granted	24,668		$	42.80
Distributed	(11,296	)	$	31.79
Dividend equivalents	4,749		$	—
Outstanding at June 30, 2015	287,436		$	35.48
Granted	40,323		$	32.54
Dividend equivalents	7,184		$	—
Outstanding at June 30, 2016	334,943		$	38.64

Compensation cost is determined using the grant date fair value and charged to expense over the vesting period of one year and amounted to $1.2 million, $1.1 million and $1.2 million for the years ended June 30, 2016, 2015 and 2014, respectively. As of June 30, 2016, $0.4 million of compensation cost related to director stock units remains to be recognized over a weighted average remaining life of 0.3 years.