XML 36 R22.htm IDEA: XBRL DOCUMENT v3.6.0.2
Equity-Based Compensation
12 Months Ended
Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Equity-Based Compensation
-Based Compensation
At December 31, 2016, we had four stock-based compensation plans: the Non-Employee Directors' Stock Retirement Plan ("Directors' Plan"), the 2004 Omnibus Long-Term Incentive Plan ("2004 Plan"), the 2009 Omnibus Equity and Performance Incentive Plan ("2009 Plan"), and the 2014 Performance & Incentive Plan ("2014 Plan"). Future grants can only be made under the 2014 Plan.
The 2009 Plan, and previously the 2004 Plan, provided for grants of incentive stock options or nonqualified stock options to officers, key employees, and non-employee members of the Board of Directors. In addition, the 2014 Plan, the 2009 Plan and the 2004 Plan allow for grants of stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance shares, performance-based restricted stock units, and other stock awards.
The following table summarizes the compensation expense included in selling, general and administrative expenses in the Consolidated Statements of Earnings related to stock-based compensation plans:
 
Years Ended December 31,
 
2016
2015
2014
Service-Based RSUs
$
1,997

$
1,944

$
1,771

Performance-Based RSUs
665

1,235

872

Cash-settled awards
$
76

$
16

$
17

Total
$
2,738

$
3,195

$
2,660

Income tax benefit
$
1,029

$
1,201

$
1,000


We recorded a tax deduction related to RSUs that vested during the year ended December 31, 2016 in the amount of $1,829.
The following table summarizes the unrecognized compensation expense related to non-vested RSUs by type and the weighted-average period in which the expense is to be recognized:
 
Unrecognized
compensation
expense at
December 31,
2016
Weighted-
average
period
Service-Based RSUs
$
1,625

1.12 years
Performance-Based RSUs
1,231

1.73 years
Total
$
2,856

1.38 years

We recognize expense on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards.
The following table summarizes the status of these plans as of December 31, 2016:
 
2014 Plan
2009 Plan
2004 Plan
Directors' Plan
Awards originally available to be granted
1,500,000

3,400,000

6,500,000

N/A

 
 
 
 
 
Performance stock options outstanding
320,000




Maximum potential RSU and cash settled awards outstanding
609,511

212,849

78,947

25,985

Maximum potential awards outstanding
929,511

212,849

78,947

25,985

RSUs and cash settled awards vested and released
54,544




Awards available to be granted
515,945





Stock Options
Stock options are exercisable in cumulative annual installments over a maximum 10-year period, commencing at least one year from the date of grant. Stock options are generally granted with an exercise price equal to the market price of our stock on the date of grant. The stock options generally vest over four years and have a 10-year contractual life. The awards generally contain provisions to either accelerate vesting or allow vesting to continue on schedule upon retirement if certain service and age requirements are met. The awards also provide for accelerated vesting if there is a change in control event.
We estimate the fair value of the stock option on the grant date using the Black-Scholes option-pricing model and assumptions for expected price volatility, option term, risk-free interest rate, and dividend yield. Expected price volatilities are based on historical volatilities of our common stock. The expected option term was derived from historical data of exercise behavior. The dividend yield was based on historical dividend payments. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant.
There were no outstanding stock options at December 31, 2016 or 2015 other than the performance-based stock options described below.
Performance-Based Stock Options
During 2015 and 2016, the Compensation committee of the Board of Directors (the "Committee") granted a total of 320,000 performance-based stock options (including forfeitures). The Performance-Based Option Awards have an exercise price of $18.37, a term of five years and generally will become exercisable (provided the optionee remains employed by the Company or an affiliate) upon our attainment of at least $600,000 in revenues during any of our four-fiscal-quarter trailing periods (as determined by the Committee) during the term. We have not recognized any expense on these Performance-Based Option Awards for the years ended December 31, 2016 and 2015, since the revenue target is not deemed likely to be attained based on our current forecast.
Service-Based Restricted Stock Units
Service-based RSUs entitle the holder to receive one share of common stock for each unit when the unit vests. RSUs are issued to officers, key employees and non-employee directors as compensation. Generally, the RSUs vest over a three-year period. RSUs granted to non-employee directors have historically vested one month after granted, except beginning in 2016 they vest one year after granted. Upon vesting, the non-employee directors elect to either receive the stock associated with the RSU immediately, or defer receipt of the stock to a future date. The fair value of the RSUs is equivalent to the trading value of our common stock on the grant date.
A summary of RSUs for all Plans is presented below:
 
Units
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding at January 1, 2016
505,170

$
13.13

 
 

Granted
195,266

15.07

 
 

Released
(102,967
)
14.27

 
 

Forfeited
(42,991
)
16.75

 
 

Outstanding at December 31, 2016
554,478

$
13.37

21.8
$
12,420

Releasable at December 31, 2016
303,233

$
11.34

33.7
$
6,792



 
Years Ended December 31,
 
2016
2015
2014
Weighted-average grant date fair value
$
15.07

$
17.31

$
9.00

Intrinsic value of RSUs released
$
1,520

$
2,933

$
5,670


A summary of nonvested RSUs is presented below:
 
RSUs
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2016
218,849

$
16.29

Granted
195,266

15.07

Vested
(126,944
)
15.19

Forfeited
(35,926
)
16.75

Nonvested at December 31, 2016
251,245

15.81



 
Years Ended December 31,
 
2016
2015
2014
Fair value of RSUs vested
$
1,928

$
1,908

$
2,055



Performance-Based Restricted Stock Units
We grant performance-based restricted stock unit awards ("PSUs") to certain executives and key employees. Units are usually awarded in the range from zero percent to 200% of a targeted number of shares. The award rate for the 2014-2016, 2015-2017, and 2016-2018 PSUs is dependent upon our achievement of sales growth targets, cash flow targets, and relative total shareholder return ("RTSR") using a matrix based on the percentile ranking of our stock price performance compared to a peer group over a three-year period. These awards are weighted 35% for achievement of the sales growth metric, 30% for achievement of the cash flow metric, and 35% for achievement of the RTSR metric. Other PSUs are granted from time to time based on other performance criteria.
A summary of PSUs for all Plans is presented below:
 
Units
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding at January 1, 2016
249,560

$
15.14

 
 

Granted
108,650

13.56

 
 

Released
(234,517
)
11.82

 
 

Forfeited
(18,810
)
15.86

 
 

Added by performance factor
97,017

$
11.81

 
 
Outstanding at December 31, 2016
201,900

$
16.48

44.2
$
4,523

Releasable at December 31, 2016

$

$

The following table summarizes each grant of performance awards outstanding at December 31, 2016:
Description
Grant Date
Vesting
Year
Vesting
Dependency
Target
Units
 Outstanding
Maximum Number of Units to be Granted
2014-2016 Performance RSUs
February 14, 2014
2017
35% RTSR, 35% sales growth, 30% cash flow
43,060

86,120

2015-2017 Performance RSUs
February 5, 2015
2018
35% RTSR, 35% sales growth, 30% cash flow
62,000

124,000

2016-2018 Performance RSUs
February 16, 2016
2019
35% RTSR, 35% sales growth, 30% cash flow
92,840

185,680

Single Crystal Performance RSUs
March 31, 2016
2019
various
4,000

8,000

 
 
 
 
201,900

403,800


Cash-Settled Restricted Stock Units
Cash-Settled RSUs entitle the holder to receive the cash equivalent of one share of common stock for each unit when the unit vests. These RSUs are issued to key employees residing in foreign locations as direct compensation. Generally, these RSUs vest over a three-year period. Cash-settled RSUs are classified as liabilities and are remeasured at each reporting date until settled. At December 31, 2016, and 2015, we had 12,074 and 7,958 cash-settled RSUs outstanding, respectively. At December 31, 2016, and 2015, liabilities of $170 and $94, respectively were included in Accrued expenses and other liabilities on our Consolidated Balance Sheets.