INCENTIVE STOCK PLANS

The Rayonier Incentive Stock Plan (“the Stock Plan”) provides up to 15.8 million shares to be granted for incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units, subject to certain limitations. At December 31, 2017, a total of 5.1 million shares were available for future grants under the Stock Plan. Under the Stock Plan, shares available for issuance are reduced by 1 share for each option or right granted and by 2.27 shares for each performance share, restricted share or restricted stock unit granted. The Company issues new shares of stock upon the exercise of stock options, the granting of restricted stock, and the vesting of performance shares.

A summary of the Company’s stock-based compensation cost is presented below:



	2017		2016		2015
Selling and general expenses		$4,784		$4,607		$3,752
Cost of sales	556		487		635
Timber and Timberlands, net (a)	56		42		97
Total stock-based compensation		$5,396		$5,136		$4,484

Tax benefit recognized related to stock-based compensation expense (b)		$249		$483		$302


(a)	Represents amounts capitalized as part of the overhead allocation of timber-related costs.


(b)	A valuation allowance is recorded against the tax benefit recognized as the Company does not expect to be able to realize the benefit in the future.

FAIR VALUE CALCULATIONS BY AWARD

RESTRICTED STOCK

Restricted stock granted to employees under the Stock Plan generally vests in fourths on the first, second, third and fourth anniversary of the grant date. Restricted stock granted to senior management generally vests in thirds on the third, fourth, and fifth anniversary of the grant date. Periodically, other one-time restricted stock grants are issued to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon completion of, a defined period of time. Generally, holders of restricted stock receive dividend equivalent payments on outstanding restricted shares. Restricted stock granted to members of the board of directors generally vests immediately upon issuance and is subject to certain holding requirements. The fair value of each share granted is equal to the share price of the Company’s stock on the date of grant. Rayonier has elected to value each grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest vesting date.

As of December 31, 2017, there was $4.3 million of unrecognized compensation cost solely attributable to Rayonier restricted stock held by Rayonier employees. The Company expects to recognize this cost over a weighted average period of 3.0 years.

A summary of the Company’s restricted shares is presented below:



	2017		2016		2015
Restricted shares granted	97,643		106,326		96,088
Weighted average price of restricted shares granted		$28.18		$25.08		$26.28
Intrinsic value of restricted stock outstanding (a)	8,906		6,177		4,434
Grant date fair value of restricted stock vested	1,198		2,248		2,632
Cash used to purchase common shares from current and former employees to pay minimum withholding tax requirements on restricted shares vested		$176		$178		$122


(a)	Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2017.



	2017
	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested Restricted Shares at January 1,	232,231			$29.47
Granted	97,643		28.18
Vested	(42,808	)	27.98
Cancelled	(5,497	)	26.22
Non-vested Restricted Shares at December 31,	281,569			$29.32

PERFORMANCE SHARES UNITS

The Company’s performance share units generally vest upon completion of a three-year period. The number of shares, if any, that are ultimately awarded is contingent upon Rayonier’s total shareholder return versus selected peer group companies. The performance share payout is based on a market condition and as such, the awards are valued using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the vesting period.

The Stock Plan allows for the cash settlement of the minimum required withholding tax on performance share unit awards. As of December 31, 2017, there was $4.3 million of unrecognized compensation cost related to the Company’s performance share unit awards, which is solely attributable to awards granted in 2015, 2016 and 2017 to Rayonier employees. This cost is expected to be recognized over a weighted average period of 1.8 years.

A summary of the Company’s performance share units is presented below:



	2017		2016		2015
Common shares of Company stock reserved for performance shares granted during year	226,448		250,584		219,844
Weighted average fair value of performance share units granted		$32.17		$28.79		$29.62
Intrinsic value of outstanding performance share units (a)	10,414		7,482		3,822
Fair value of performance shares vested	—		—		—
Cash used to purchase common shares from current and former employees to pay minimum withholding tax requirements on performance shares vested	—		—		—


(a)	Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2017.



	2017
	Number of Units		Weighted Average Grant Date Fair Value
Outstanding Performance Share units at January 1,	281,288			$31.35
Granted	113,224		32.17
Other Cancellations/Adjustments	(65,273	)	38.56
Outstanding Performance Share units at December 31,	329,239			$30.21

Expected volatility was estimated using daily returns on the Company’s common stock for the three-year period ending on the grant date. The risk-free rate was based on the 3-year U.S. treasury rate on the date of the award. The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents. The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31, 2017:



	2017		2016		2015
Expected volatility	23.3	%	25.4	%	21.9	%
Risk-free rate	1.5	%	0.9	%	0.9	%

NON-QUALIFIED EMPLOYEE STOCK OPTIONS

The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing market price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is ten years from the grant date. At the time of the spin-off, each Rayonier stock option was converted into an adjusted Rayonier stock option and a Rayonier Advanced Materials stock option. The exercise price and number of shares subject to each stock option were adjusted in order to preserve the aggregate value of the original Rayonier stock option as measured immediately before and immediately after the spin-off.

A summary of the status of the Company’s stock options as of and for the year ended December 31, 2017 is presented below. The information reflects options in Rayonier common shares, including those awards held by Rayonier Advanced Materials employees.



	2017
	Number of Shares		Weighted Average Exercise Price (per common share)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Options outstanding at January 1,	1,079,800			$28.16
Granted	—		—
Exercised	(229,006	)	20.75
Cancelled or expired	(9,728	)	33.00
Options outstanding at December 31,	841,066		30.13		4.2		$2,589
Options exercisable at December 31,	841,066			$30.13	4.2		$2,589

A summary of additional information pertaining to the Company’s stock options is presented below:



	2017		2016		2015
Intrinsic value of options exercised (a)		$1,993		$539		$773
Fair value of options vested	6,138		1,317		1,938
Cash received from exercise of options	4,751		1,576		2,117


(a)	Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option.

As of December 31, 2017, compensation cost related to Rayonier and Rayonier Advanced Materials stock options held by the Company’s employees was fully recognized.