Stock-Based Compensation

As of December 31, 2014, the Company had various stock-based awards outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based awards to employees over their respective requisite service periods (generally equal to an award’s vesting period), net of estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

The Company’s long-term incentive program for awarding stock-based compensation uses a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of the Company’s Class B Common Stock pursuant to the Award Plan. Under the Award Plan, the Company may authorize up to 6.9 million shares of Class B Common Stock in settlement of restricted stock, performance shares, SARs or any-post 2004 grants of stock options. The Company issues new shares for settlement of any stock-based awards. In 2014, the Company granted stock-based awards using a combination of restricted stock, SARs and performance shares.

In 2014, 2013, and 2012, the Company recorded $16.4 million, $14.3 million and $15.8 million of stock-based compensation costs, respectively. The total income tax benefit recognized in 2014 was $7.8 million, $8.3 million during 2013, and $17.6 million during 2012. The net tax windfall recorded as a result of exercise or vesting (depending on the type of award) was $9.2 million, $8.4 million, and $15.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, there was $26.5 million, pretax, of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized through 2017.

Stock-based compensation expense is recorded in S&A expense as well as Cost of goods sold. Of the total 2014 expense, $15.7 million was recorded to S&A expense and $0.7 million was recorded to Cost of goods sold. In 2013 and 2012, $13.4 million and $15.1 million, respectively, was recorded to S&A expense and $0.9 million in 2013 and $0.7 million in 2012, was recorded to Cost of goods sold. Stock-based compensation costs capitalized to inventory was $0.2 million in 2014, 2013 and 2012.

Each of the compensation arrangements is discussed below.

Restricted Stock

The Company issues several types of restricted stock awards all of which are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted stock awards are considered participating securities in computing earnings per share. Restricted stock granted is not transferable and is subject to forfeiture in the event of the recipient’s termination of employment prior to vesting

Restricted stock Issued to Employees - Service Condition

Service-based restricted stock awards are expensed on a straight-line basis over the requisite service period. The restricted stock vests in one-third increments annually for three years on each anniversary of the date of grant. The restricted stock fair values are measured using the average between the high and low trading prices of the Company’s Class B Common Stock on the most recent trading day immediately preceding the grant date (“measurement date”).

Restricted stock Issued to Employees - Market Condition

Certain restricted stock awards issued in 2014 will vest subject to the achievement of a market-based condition. The awards are expensed on a straight-line basis over the requisite service period which starts on the date of the grant and ends upon the completion of the performance period. Expense is recognized irrespective of the market condition being achieved.

The market-based condition associated with the awards is the Company’s total shareholder return (“TSR”) compared to the TSR generated by the companies that comprise the S&P Capital Goods 900 Index and is measured over a three year performance period beginning on January 1, 2015 and ending on December 31, 2017. The awards will vest contingent on achievement of the market condition, service through the requisite service period or to the date an employee becomes retirement-eligible, and approval by the Company's Compensation Committee. If the market-based condition is achieved, the awards will vest at 100% of the restricted stock awards granted. If the market-based condition is not achieved the awards will not vest. The fair value of these awards was determined based upon a lattice model.

The following table summarizes the assumptions used in estimating the fair value of these awards issued in 2014:



	Stock Price on Measurement Date		Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value
2014	$	106.44	2.1	%	22.7	%	1.0	%	3 Years	$	95.96

Restricted stock Issued to Employees - Performance Condition

Certain restricted stock issued in 2013 will vest subject to the achievement of an annual performance-based condition. The awards vest in one-third increments for each of the years ending December 31, 2014, 2015 and 2016, contingent upon meeting the annual performance condition, and approval by the Company’s Compensation Committee. These awards are expensed on a graded basis over the requisite service period. The probability of vesting is reassessed each reporting period and compensation cost is adjusted accordingly. The fair value of the award is measured based upon the average between the high and low trading prices of the Company’s Class B Common Stock on the measurement date.

The performance condition for the year ending December 31, 2014 was met and 8,586 shares vested and were approved by the Compensation Committee in February 2015. The fair value of the shares at vesting was $1.0 million.

Restricted Stock Issued to Non-employee Directors

In 2014, 2013, and 2012, each non-employee director received a grant of Class B Common Stock. These grants were made on the date of the annual meeting of shareholders and vested or will vest at the following year’s annual meeting of shareholders, upon a change of control or termination of service by reason of death. These shares will be subject to forfeiture if the director’s service terminates prior to the date of the next regularly scheduled annual meeting of shareholders to be held in the following calendar year. During the years 2014, 2013, and 2012, the Company issued to non-employee directors 10,329 shares, 12,474 shares, and 13,980 shares, respectively.

Activity related to both employee and non-employee restricted stock for the year ended December 31, 2014 is as follows (in thousands, except per share amounts):



	Shares		Weighted Average Grant Date Fair Value/Share
RESTRICTED STOCK AT DECEMBER 31, 2013	167		$	91.17
Shares granted	87		105.35
Shares vested	(83	)	83.73
Shares forfeited	(4	)	76.28
RESTRICTED STOCK AT DECEMBER 31, 2014	167		$	102.22

The weighted average fair value per share of restricted stock granted during the years 2014, 2013, and 2012 was $105.35, $105.83 and $82.18, respectively. The total fair value of restricted stock vested during the years 2014, 2013, and 2012 was $7.0 million, $8.4 million and $8.9 million, respectively.

Stock Appreciation Rights

SARs granted entitle the recipient to the difference between the fair market value of the Company’s Class B Common Stock on the date of exercise and the grant price as determined using the average between the high and the low trading prices of the Company’s Class B Common Stock on the measurement date. This amount is payable in shares of the Company’s Class B Common Stock. SARs vest and become exercisable in three equal installments during the first three years following their grant date and expire ten years from the grant date.

Activity related to SARs for the year ended December 31, 2014 is as follows (in thousands, except per share amounts):



	Number of Rights		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
OUTSTANDING AT DECEMBER 31, 2013	1,531		$	69.68
Granted	251		106.73
Exercised	(314	)	57.16
Forfeited	(3	)	95.63
OUTSTANDING AT DECEMBER 31, 2014	1,465		$	78.64	7.4 Years	$	41,601
EXERCISABLE AT DECEMBER 31, 2014	947		$	65.79	6.4 Years	$	38,950

The aggregated intrinsic value of SARs exercised during 2014, 2013, and 2012 was $19.4 million, $16.4 million and $32.5 million, respectively.

The fair value of each SAR award was measured using the Black-Scholes option pricing model.

The following table summarizes the weighted-average assumptions used in estimating the fair value of the SARs granted during the years 2014, 2013, and 2012:



	Expected Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value of 1 SAR
2014	2.0	%	21.8	%	1.6	%	5.3 Years	$	18.42
2013	1.9	%	28.3	%	1.6	%	5.4 Years	$	24.58
2012	2.0	%	29.4	%	0.7	%	5.5 Years	$	18.13

The expected dividend yield was calculated by dividing the Company’s expected annual dividend by the average stock price for the past three months. Expected volatilities are based on historical volatilities of the Company’s stock for a period consistent with the expected term. The expected term of SARs granted was based upon historical exercise behavior of stock options and SARs. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the award.

Performance Shares

Performance shares represent the right to receive a share of the Company’s Class B Common Stock after a three year period subject to the achievement of certain market or performance conditions established by the Company’s Compensation Committee. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. Shares are not vested until approved by the Company’s Compensation Committee.

Performance Shares - Market Condition

In December 2014, 2013, and 2012, the Company granted 28,871, 30,730 and 38,656, respectively, of performance shares that will vest subject to a market condition and service during the performance period. The market condition associated with the awards is the Company's TSR compared to the TSR generated by the companies of a reference index over a three year performance period. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares granted. Expense is recognized irrespective of the market condition being achieved.

In February 2014, the Company paid out 58,754 shares related to its December 2010 performance award grant. The performance period associated with this award was from January 1, 2011 through December 31, 2013 and was based upon the Company’s total TSR compared to the TSR generated by the other companies that comprise the S&P Mid-Cap 400 Index. The February 2014 payout was based upon achieving 200% of the market-based criteria. The fair value of the December 2010 performance awards at vesting was $7.0 million.

In February 2015, 38,589 shares related to the December 2011 performance award vested. The performance period associated with this award was from January 1, 2012 through December 31, 2014 and was based upon the Company’s TSR compared to the TSR generated by the other companies that comprise the S&P Mid-Cap 400 Index. The number of shares vested in February 2015 was based upon achieving 128% of the market condition and the fair value of the awards at vesting was $4.4 million.

The fair value of the performance share awards with a market condition for the fiscal years 2014, 2013, and 2012 was determined based upon a lattice model.

The following table summarizes the related assumptions used to determine the fair values of the performance share awards granted during the years 2014, 2013, and 2012:



	Stock Price on Measurement Date		Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value
2014	$	106.44	2.1	%	22.7	%	1.0	%	3 Years	$	117.55
2013	$	107.87	1.9	%	33.8	%	0.6	%	3 Years	$	130.33
2012	$	83.73	2.0	%	27.3	%	0.4	%	3 Years	$	100.77

Expected volatilities are based on historical volatilities of the Company’s stock over a three year period. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award.

Performance Shares - Performance Condition

In December 2014, the Company also granted 28,871 performance share awards that are subject to a performance condition and service requirement during the three year performance period. The performance condition associated with the awards is based on the Company's net sales growth compared to the net sales growth of the companies of a reference index, further adjusted by the Company achieving a target net income margin, each measured over the same three year performance period. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-250% of the number of shares granted.

The fair value of the award is measured based upon the average between the high and low trading prices of the Company's Class B Common Stock on the measurement date and the Company expenses these awards on a straight-line basis. The weighted average fair value per share was $106.44 for the awards granted in 2014. The probability of vesting is reassessed each reporting period and compensation cost is adjusted accordingly.

Stock Option Awards

Prior to 2005, the Company granted options to officers and other key employees to purchase the Company’s Class B Common Stock. All options granted had an exercise price equal to the average between the high and low trading prices of the Company’s Class B Common Stock on the measurement date. These option awards expire ten years after grant date. Exercises of existing stock option grants are expected to be settled in the Company’s Class B Common Stock as authorized in the Option Plan. The last stock options granted by the Company were in 2004 and there are no remaining options outstanding as of December 31, 2014.

Stock option activity for the year ended December 31, 2014 is set forth below (in thousands, except per share amounts):



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
OUTSTANDING AT DECEMBER 31, 2013	51		$	47.95
Exercised	(51	)	47.95
OUTSTANDING AT DECEMBER 31, 2014	—		$	—	—	$	—
EXERCISABLE AT DECEMBER 31, 2014	—		$	—	—	$	—

The aggregate intrinsic value of stock options exercised during 2014, 2013, and 2012 was $3.4 million, $2.9 million and $16.5 million, respectively. Cash received from option exercises was $2.4 million, $2.4 million and $24.8 million for 2014, 2013 and 2012, respectively.