12. SHARE-BASED COMPENSATION

We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. At December 31, 2015, there were approximately 0.8 million stock options, restricted stock units and performance awards outstanding to officers, directors and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans are generally determined by the Compensation Committee of our Board at the time of grant and may vary.

Our share-based payments consist primarily of stock options, stock units, common stock and performance awards. The governance of our share-based compensation does not directly limit the number of future awards. However, the total number of shares ultimately issued may not exceed the total number of shares cumulatively authorized, which is 7,120,000 at December 31, 2015. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock. Compensation expense related to share-based compensation totaled $3.5 million, $4.8 million, $4.2 million, and $3.9 million for the seven months ended December 31, 2015 and the years ended May 31, 2015, 2014, and 2013, respectively. At December 31, 2015, $14.4 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 2.9 years. The tax benefit derived when share-based awards result in a tax deduction for the company was $0.4 million, $3.0 million, $1.1 million, and $3.0 million for the seven months ended December 31, 2015 and the years ended May 31, 2015, 2014, and 2013, respectively.

Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over four years and the expense associated with the units is recognized over the same vesting period. We also grant common stock to our directors which typically vests immediately. Compensation expense related to stock units and director stock grants totaled $3.0 million, $4.1 million, $3.7 million and $3.3 million for the seven months ended December 31, 2015 and the years ended May 31, 2015, 2014 and 2013, respectively. Transactions involving our stock units and director stock grants during the seven months ended December 31, 2015 and the years ended May 31, 2015, 2014 and 2013 are summarized below:


	Seven Months Ended December 31, 2015					Year Ended May 31, 2015
	No. of Stock Units			Weighted Average Fair Value		No. of Stock Units			Weighted Average Fair Value
	(in thousands)					(in thousands)
Stock and stock units, beginning of year		304		$	36.23		310		$	31.42
Changes during the year:
Granted		197		$	35.14		156		$	39.51
Vested and settled		(126	)	$	34.43		(133	)	$	29.23
Cancelled		(4	)	$	39.27		(29	)	$	34.12

Stock and stock units, end of year		371		$	36.26		304		$	36.23


	Year Ended May 31, 2014					Year Ended May 31, 2013
	No. of Stock Units			Weighted Average Fair Value		No. of Stock Units			Weighted Average Fair Value
	(in thousands)					(in thousands)
Stock and stock units, beginning of year		329		$	26.07		342		$	21.73
Changes during the year:
Granted		136		$	36.70		141		$	32.81
Vested and settled		(139	)	$	24.32		(143	)	$	22.53
Cancelled		(16	)	$	28.01		(11	)	$	23.58

Stock and stock units, end of year		310		$	31.42		329		$	26.07

Under a new performance stock unit award program adopted on November 4, 2014, Long-Term Performance Stock Unit (“LTPSU”) awards granted to our Executive Officers are subject to a three year performance period and a concurrent three year service period. Under this program, the Company communicates “target awards” to the Executive Officers at the beginning of a performance period. The performance target is based on results of operations over the three year performance period with possible payouts ranging from 0% to 300% of the “target awards”. LTPSU awards cliff vest with achievement of the performance goals and completion of the three year service period. Settlement occurs with common stock within 20 business days of vesting. We determine the fair value of each LTPSU award based on the market price on the date of grant. Compensation expense is recognized on a straight-line basis over the vesting term of three years based upon the probable performance target that will be met. Compensation expense of $0.3 million and $0.2 million related to performance awards was recognized for the seven months ended December 31, 2015 and the year ended May 31, 2015, respectively. Transactions involving our performance awards during the seven months ended December 31, 2015 and the year ended May 31, 2015, are summarized below:


	Seven Months Ended December 31, 2015				Year Ended May 31, 2015
	No. of Long- Term Performance Stock Units		Weighted Average Fair Value		No. of Long- Term Performance Stock Units		Weighted Average Fair Value
	(in thousands)				(in thousands)
Long-term performance stock units, beginning of year		23	$	42.25		—	$	—
Changes during the year:
Granted		36	$	33.91		23	$	42.25
Vested and settled		—	$	—		—	$	—
Cancelled		—	$	—		—	$	—

Long-term performance stock units, end of year		59	$	37.16		23	$	42.25

Performance awards are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each performance award based on the market price on the date of grant. Performance awards granted to our Chairman of our Board vest over the longer of four years or the achievement of performance goals based upon our future results of operations. Compensation expense related to performance awards totaled $0.2 million for the seven months ended December 31, 2015, $0.5 million for the year ended May 31, 2015 and $0.6 million for the years ended May 31, 2014 and 2013. Transactions involving our performance awards during the seven months ended December 31, 2015 and the years ended May 31, 2015, 2014 and 2013 are summarized below:


	Seven Months Ended December 31, 2015					Year Ended May 31, 2015
	No. of Performance Awards			Weighted Average Fair Value		No. of Performance Awards			Weighted Average Fair Value
	(in thousands)					(in thousands)
Performance awards, beginning of year		28		$	32.86		50		$	30.63
Changes during the year:
Granted		—		$	—		—		$	—
Vested and settled		(15	)	$	30.82		(22	)	$	27.66
Cancelled		—		$	—		—		$	—

Performance awards, end of year		13		$	35.15		28		$	32.86


	Year Ended May 31, 2014					Year Ended May 31, 2013
	No. of Performance Awards			Weighted Average Fair Value		No. of Performance Awards			Weighted Average Fair Value
	(in thousands)					(in thousands)
Performance awards, beginning of year		57		$	25.47		64		$	21.86
Changes during the year:
Granted		17		$	36.40		19		$	32.89
Vested and settled		(24	)	$	22.65		(26	)	$	22.04
Cancelled		—		$	—		—		$	—

Performance awards, end of year		50		$	30.63		57		$	25.47

We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. There was no compensation expense related to stock options for the seven months ended December 31, 2015 and the years ended May 31, 2015, 2014 and 2013, as all stock option awards were fully vested. Our options typically vest in equal annual installments over a four year service period. Expense related to an option grant is recognized on a straight line basis over the specified vesting period for those options. Stock options generally have a ten year term. Transactions involving our stock options during the seven months ended December 31, 2015 and the years ended May 31, 2015, 2014, and 2013 are summarized below:


	Seven Months Ended December 31, 2015					Year Ended May 31, 2015
	No. of Options			Weighted Average Exercise Price		No. of Options			Weighted Average Exercise Price
	(in thousands)					(in thousands)
Shares under option, beginning of year		490		$	24.80		816		$	19.61
Changes during the year:
Granted		—		$	—		—		$	—
Exercised		(109	)	$	21.41		(326	)	$	11.79
Cancelled		—		$	—		—		$	—
Expired		(5	)	$	30.33		—		$	—

Shares under option, end of year		376		$	25.71		490		$	24.80
Exercisable at end of year		376		$	25.71		490		$	24.80

	Year Ended May 31, 2014					Year Ended May 31, 2013
	No. of Options			Weighted Average Exercise Price		No. of Options			Weighted Average Exercise Price
	(in thousands)					(in thousands)
Shares under option, beginning of year		1,052		$	20.24		1,562		$	18.95
Changes during the year:
Granted		—		$	—		—		$	—
Exercised		(232	)	$	22.69		(509	)	$	16.25
Cancelled		—		$	—		(1	)	$	30.33
Expired		(4	)	$	6.96		—		$	—

Shares under option, end of year		816		$	19.61		1,052		$	20.24
Exercisable at end of year		816		$	19.61		1,052		$	20.24

Options exercisable at December 31, 2015 had a weighted-average remaining contractual life of 1.5 years. For total options outstanding at December 31, 2015, the range of exercise prices and remaining contractual lives are as follows:


Range of Prices	No. of Options		Weighted Average Exercise Price		Weighted Average Remaining Life
	(in thousands)				(in years)
$9.63 to $12.82		30	$	12.63		0.7
$12.83 to $16.03		69	$	15.15		0.8
$16.04 to $32.05		277	$	29.78		1.8

		376	$	25.71		1.5