17. STOCKHOLDERS’ EQUITY

Stock-Based Compensation

The Board approved the Thor Industries, Inc. 2016 Equity and Incentive Plan (the “2016 Equity and Incentive Plan”) on October 11, 2016 and the 2010 Equity Incentive Plan (the “2010 Equity Incentive Plan”) on October 25, 2010. These plans were subsequently approved by shareholders at the 2016 and 2010 annual meetings, respectively. The maximum number of shares issuable under each of the 2016 Equity and Incentive Plan and the 2010 Equity and Incentive Plan is 2,000,000. As of July 31, 2018, the remaining shares available to be granted under the 2016 Equity and Incentive Plan are 1,669,452 and under the 2010 Equity Incentive Plan are 1,211,385. Awards may be in the form of options (incentive stock options and non-statutory stock options), restricted stock, restricted stock units, performance compensation awards and stock appreciation rights.

Restricted Stock Awards – A summary of restricted stock award activity under the 2010 Equity and Incentive Plan for fiscal 2018, 2017 and 2016 is as follows:


	2018				2017				2016
	Shares		Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value
Nonvested, beginning of year		1,899	$	32.36		5,806	$	31.36		9,713	$	31.16
Granted		–		–		–		–		–		–
Vested		(1,899)		32.36		(3,907)		30.87		(3,907)		30.87
Forfeited		–		–		–		–		–		–

Nonvested, end of year		–	$	–		1,899	$	32.36		5,806	$	31.36

In fiscal 2018, 2017 and 2016, the Company recorded expense for restricted stock awards under this Plan of $0, $101 and $115, respectively. At July 31, 2018, there were no unrecognized future compensation costs related to restricted stock. This restricted stock vested evenly over 5 years from the date of grant.

During fiscal 2013, the Compensation and Development Committee of the Board (the “Committee”) approved a program to award restricted stock units (the “RSU program”) to certain employees at the operating subsidiary and corporate levels. In December 2016, the stockholders of the Company approved a new equity compensation plan that allows the RSU program to continue in subsequent years on similar terms, but now includes a double-trigger change in control provision. The double-trigger provision, which is applicable to awards granted in fiscal 2017 and subsequent years, stipulates that immediate vesting of an outstanding grant would occur only upon the occurrence of both a change in control, as defined by the plan, and a corresponding change in employment status.

Under the RSU program, since 2012 the Committee has approved awards each October related to the financial performance of the most recently completed fiscal year. The awarded employee restricted stock units vest, and shares of common stock are issued, in equal installments on the first, second and third anniversaries of the date of grant. In addition, concurrent with the timing of the employee awards, the Nominating and Governance Committee of the Board has awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant.

The fair value of the employee and Board member restricted stock units is determined using the Company’s stock price on the date of grant. Total expense recognized in fiscal 2018, 2017 and 2016 for these restricted stock unit awards was $17,000, $12,399 and $9,272 respectively.

Restricted Stock Units – A summary of restricted stock unit activity during fiscal 2018, 2017 and 2016 is included below:


	2018				2017				2016
	Restricted Stock Units		Weighted- Average Grant Date Fair Value		Restricted Stock Units		Weighted- Average Grant Date Fair Value		Restricted Stock Units		Weighted- Average Grant Date Fair Value
Nonvested, beginning of year		332,576	$	69.41		325,136	$	53.95		280,353	$	50.55
Granted		171,340		124.84		166,567		84.85		181,872		55.37
Vested		(168,714)		64.01		(157,315)		53.87		(133,758)		48.73
Forfeited		(6,771)		93.46		(1,812)		64.03		(3,331)		54.18

Nonvested, end of year		328,431	$	101.97		332,576	$	69.41		325,136	$	53.95

At July 31, 2018 there was $21,993 of total unrecognized compensation costs related to restricted stock unit awards that is expected to be recognized over a weighted-average period of 2.23 years.

The Company recognized a tax benefit related to total stock-based compensation expense of $4,930, $4,625 and $3,473 in fiscal 2018, 2017 and 2016, respectively.

Share Repurchase Program

On June 19, 2018, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to purchase shares of the Company’s common stock through June 19, 2020.

Under the share repurchase plan, the Company is authorized to repurchase, from time-to-time, outstanding shares of its common stock in the open market or in privately negotiated transactions. The timing and amount of share repurchases will be determined by the Company’s management team based upon its evaluation of market conditions and other factors. The share repurchase plan may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the plan.