Share-Based Compensation

The Company maintains several equity plans, which collectively provide or provided for the grant of stock options, restricted shares, tandem stock appreciation rights, restricted share units and performance shares to certain officers, other key employees, non-employee directors and consultants. The Company has not granted any tandem stock appreciation rights. During 2010, the Company implemented the 2010 Omnibus Award Plan (as amended, the “2010 Plan”) for the issuance of equity awards as described above. In June 2015, the 2010 Plan was amended with shareholder approval, to increase the number of shares of common stock available for issuance under the plan by 20,000. All equity grants during 2017 and 2016 were issued from the 2010 Plan and it is currently the only equity plan from which future equity awards may be granted. As of December 31, 2017, there were approximately 30,193 shares of common stock available for future grants under the 2010 Plan. During the periods presented in the consolidated financial statements, the Company settled all exercises of stock options and vesting of restricted shares, including performance shares, with treasury shares.

Stock Options

The Company’s current outstanding stock options have maximum contractual terms of 10 years and vest ratably over three years or cliff vest after three years. The exercise price of options granted is equal to the market price of the Company’s common stock on the date of grant. The fair value of stock options on the date of grant is calculated using the Black-Scholes Model. The aggregate intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price.

The following table summarizes stock option activity during 2017:



	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Outstanding at January 1, 2017	16,697		$	8.31
Granted	2,826		15.36
Exercised	(1,924	)	7.16
Forfeited and/or expired	(274	)	10.12
Outstanding at December 31, 2017	17,325		$	9.56	7.1	$	118,817
Vested or expected to vest at December 31, 2017	17,190		$	9.54	7.1	$	118,264
Exercisable at December 31, 2017	10,943		$	7.95	6.0	$	92,644

The total intrinsic value of options exercised during 2017, 2016 and 2015 was $14,624, $12,594 and $30,116, respectively. The weighted average grant date fair value of stock options granted during 2017, 2016 and 2015 was $3.12, $2.12 and $2.27, respectively.

The weighted average grant date fair value of stock options was determined using the following assumptions:



	2017		2016		2015
Risk-free interest rate	1.94	%	1.28	%	1.76	%
Expected option life in years	5.62		5.62		5.62
Expected volatility	23.88	%	28.25	%	29.25	%
Expected dividend yield	1.82	%	2.38	%	2.23	%

The risk-free interest rate represents the U.S. Treasury zero-coupon bond yield correlating to the expected life of the stock options granted. The expected option life represents the period of time that the stock options granted are expected to be outstanding based on historical exercise trends for similar grants. The expected volatility is based on the historical market price volatility of the Company as well as our industry peer group. The expected dividend yield represents the Company’s annualized average yield for regular quarterly dividends declared prior to the respective stock option grant dates.

The Black-Scholes Model has limitations on its effectiveness including that it was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable and that the model requires the use of highly subjective assumptions including expected stock price volatility. Employee stock option awards have characteristics significantly different from those of traded options and changes in the subjective input assumptions can materially affect the fair value estimates.

Restricted Shares

The Company grants RSAs and RSUs, which primarily cliff vest after one to three years. For the purposes of our disclosures, the term “Restricted Shares” applies to RSAs and RSUs collectively unless otherwise noted. The fair value of Restricted Shares granted is determined using the average of the high and low trading prices of our common stock on the date of grant.

The following table summarizes activity of Restricted Shares during 2017:



	Number of Restricted Shares		Weighted Average Grant Date Fair Value
Non-vested at January 1, 2017	1,817		$	9.30
Granted	560		15.41
Vested	(652	)	8.84
Forfeited	(130	)	10.17
Non-vested at December 31, 2017	1,595		$	11.36

The total fair value of Restricted Shares that vested in 2017, 2016 and 2015 was $10,004, $6,339 and $10,188, respectively.

Performance Shares

The Company grants performance-based awards to certain officers and key employees. The vesting of these awards is contingent upon meeting one or more defined operational goals (a performance condition) or common stock share prices (a market condition). The quantity of shares awarded ranges from 0% to 200% of “Target,” as defined in the award agreement as the midpoint number of shares, based on the level of achievement of the performance and market conditions.

The fair values of the performance condition awards granted in 2017, 2016 and 2015 were determined using the average of the high and low trading prices of our common stock on the date of grant. Share-based compensation expense recorded for performance condition awards is reevaluated at each reporting period based on the probability of the achievement of the goal.

The fair value of market condition awards granted in 2017, 2016 and 2015 were estimated using the Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that the market conditions will be achieved and is applied to the average of the high and low trading prices of our common stock on the date of grant.

The input variables are noted in the table below:



	2017		2016		2015
Risk-free interest rate	1.44	%	0.82	%	1.00	%
Expected life in years	3.00		3.00		3.00
Expected volatility	25.06	%	27.03	%	25.56	%
Expected dividend yield (a)	0.00	%	0.00	%	0.00	%

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(a)	The Monte Carlo method assumes a reinvestment of dividends.

Share-based compensation expense is recorded ratably for market condition awards during the requisite service period and is not reversed, except for forfeitures, at the vesting date regardless of whether the market condition is met.

The following table summarizes activity of performance shares at Target during 2017:



	Performance Condition Awards				Market Condition Awards
	Shares		Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Non-vested at January 1, 2017	799		$	9.89	352	$	12.17
Granted	165		13.87		134	16.81
Dividend equivalent units issued (a)	11		—		12	—
Vested (b)	(371	)	9.73		—	—
Forfeited	—		—		—	—
Non-vested at December 31, 2017	604		$	11.13	498	$	13.49

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(a)	Dividend equivalent units are issued in lieu of cash dividends for non-vested performance shares. There is no weighted average fair value associated with dividend equivalent units.


(b)	Excludes the vesting of an additional 37 shares, which resulted from the performance of performance condition awards exceeding Target.

The total fair value of performance condition awards that vested in 2017, 2016 and 2015 was $5,666, $5,954 and $1,156, respectively. The total fair value of market condition awards that vested in 2015 was $10,073. No market condition awards vested in 2017 and 2016.

Modifications of Share-Based Awards

During 2017 and 2015, the Company modified the terms of awards granted to 31 and 25 employees, respectively, in connection with its system optimization initiative and G&A realignment plans discussed in Note 4 as well as the Bakery sale discussed in Note 18. These modifications resulted in the accelerated vesting of certain stock options and performance-based awards upon termination of such employees. As a result, during 2017, the Company recognized an increase in share-based compensation of $4,930 which was included in “Reorganization and realignment costs.” During 2015, the Company recognized an increase in share-based compensation of $5,977, of which $5,624, $181 and $172 was included in “Reorganization and realignment costs,” “General and administrative” and “Net income from discontinued operations,” respectively, as a result of the modifications.

Share-Based Compensation

Total share-based compensation and the related income tax benefit recognized in the Company’s consolidated statements of operations were as follows:



	Year Ended
	2017			2016			2015
Stock options	$	6,923		$	6,859		$	10,081
Restricted shares (a)	5,778			5,051			4,834
Performance shares:
Performance condition awards	1,764			4,681			888
Market condition awards	1,533			1,550			1,348
Modifications, net	4,930			—			5,805
Share-based compensation (b)	20,928			18,141			22,956
Less: Income tax benefit (b)	(4,985		)	(6,520		)	(8,380		)
Share-based compensation, net of income tax benefit	$	15,943		$	11,621		$	14,576

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(a)	2017 includes $197 related to retention awards in connection with the Company’s May 2017 G&A realignment plan, which was included in “Reorganization and realignment costs.” See Note 4 for further information.


(b)	Excludes $275 of pre-tax share-based compensation and $106 of related income tax benefits for 2015, respectively, which are included in “Net income from discontinued operations.”

As of December 31, 2017, there was $21,495 of total unrecognized share-based compensation, which will be recognized over a weighted average amortization period of 2.06 years.