SHARE-BASED COMPENSATION PLANS

Our non-employee directors and key employees have been granted share-based awards through our SICP. We record these share-based awards as compensation costs over the respective service period for which services are received in exchange for an award of equity or equity-based compensation. The compensation cost is based primarily on the fair value of the shares awarded, using the estimated fair value of each share on the date it was granted and the number of shares to be issued at the end of the service period. We have 539,374 shares of common stock reserved for issuance under the SICP.

The table below presents the amounts included in net income related to share-based compensation expense for the awards granted under the SICP for the years ended December 31, 2016, 2015 and 2014:



	For the Year Ended December 31,
	2016			2015			2014
(in thousands)
Awards to non-employee directors	$	580		$	640		$	540
Awards to key employees	1,787			1,297			1,418
Total compensation expense	2,367			1,937			1,958
Less: tax benefit	(952		)	(780		)	(790		)
Share-based compensation amounts included in net income	$	1,415		$	1,157		$	1,168

Stock Options

We did not have any stock options outstanding at December 31, 2016 or 2015, nor were any stock options issued during the years 2014 through 2016.

Non-employee Directors

Shares granted to non-employee directors are issued in advance of these directors’ service periods and are fully vested as of the date of the grant. We record a prepaid expense equal to the fair value of the shares issued and amortize the expense equally over a service period of one year. In May 2016, each of our non-employee directors received an annual retainer of 953 shares of common stock under the SICP for board service through the 2017 Annual Meeting of Stockholders. A summary of stock activity for our non-employee directors for the years ended December 31, 2016 and 2015 is presented below:



	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding — December 31, 2014	—		$	—
Granted	14,484		$	45.54
Vested	(14,484	)	$	45.54
Outstanding — December 31, 2015	—		$	—
Granted	8,577		$	62.90
Vested	(8,577	)	$	62.90
Outstanding — December 31, 2016	—		$	—

The weighted average grant date fair value of shares granted to our non-employee directors during 2016, 2015 and 2014 was $62.90, $45.54 and $41.60 per share, respectively. The intrinsic values of the shares granted to our non-employee directors are equal to the fair value of these awards on the date of grant. At December 31, 2016, there was $180,000 of unrecognized compensation expense related to these awards. This expense will be fully recognized by April 2017, which approximates the expected remaining service period of those directors.

Key Employees

Our Compensation Committee is authorized to grant our key employees the right to receive awards of shares of our common stock, contingent upon the achievement of established performance goals. These awards are subject to certain post-vesting transfer restrictions.

We currently have outstanding several multi-year performance plans, which are based upon the successful achievement of long-term goals, growth and financial results which comprise both market-based and performance-based conditions or targets. The fair value of each share of stock, tied to a performance-based condition or target, is equal to the market price of our common stock on the date of the grant. For the market-based conditions, we used the Black-Scholes pricing model to estimate the fair value of each share of market-based award granted.

The table below presents the summary of the stock activity for awards to key employees:



	Number of Shares		Weighted Average Fair Value
Outstanding — December 31, 2014	123,038		$	32.60
Granted	33,719		$	47.65
Vested	(43,839	)	$	28.01
Expired	(2,520	)	$	28.83
Outstanding — December 31, 2015	110,398		$	38.34
Granted	46,571		$	67.90
Vested	(39,553	)	$	31.79
Expired	(2,325	)	$	42.25
Outstanding — December 31, 2016	115,091		$	51.85

In 2016, 2015 and 2014, we withheld shares with a value at least equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities with the executives electing to receive the net shares. The total number of shares withheld of 12,031, 12,620 and 12,687 for 2016, 2015 and 2014, respectively, was based on the value of the shares on their award date, determined by the average of the high and low prices of our common stock. Total payments for the employees’ tax obligations to the taxing authorities were approximately $770,000, $592,000 and $503,000, in 2016, 2015 and 2014, respectively. The tax benefits associated with these obligations for 2016, 2015 and 2014 are $285,000, $297,000, and $398,000, respectively, and was recorded in additional paid-in capital in the consolidated statements of stockholders' equity for 2015 and 2014. The tax benefit for 2016 is included in the statements of income due to the adoption of new accounting guidance.

The weighted average grant-date fair value of shares granted to key employees during 2016, 2015 and 2014 was $67.90, $47.65 and $39.99 per share, respectively. The intrinsic value of these awards was $7.7 million, $6.3 million and $6.1 million in 2016, 2015 and 2014, respectively. At December 31, 2016, there was $2.2 million of unrecognized compensation cost related to these awards, which is expected to be recognized during 2017 through 2018.