The Company has a Discretionary Stock Repurchase Plan, originally approved by the Board of Directors in November 2001 and amended from time to time, under which management as of December 31, 2022 is authorized to repurchase shares down to 150,000 shares of common stock outstanding. The maximum number of shares available for repurchase under this plan will increase as the total number of outstanding shares increases. On February 20, 2023, the Board of Directors amended the plan to further authorize repurchases down to 140,000 shares. This authorization has no expiration date.

Cumulative shares of common stock repurchased since inception of the above plan and a previous now expired plan were 137,498.

On May 5, 2020, the shareholders approved the Company's Amended and Restated 2017 Omnibus Incentive Plan (Amended 2017 Plan), which made available 5,500 shares of the Company's common stock in aggregate to be issued under any award type allowed by the Amended 2017 Plan. The RSUs granted in 2022, 2021 and 2020 generally vest annually over three years based on continued employment and are settled upon vesting in shares of the Company's common stock on a one-for-one basis.

The Amended 2017 Plan also provides for annual equity awards to non-employee directors. The Amended 2017 Plan provides for an annual grant of equity awards to each participant with a fair market value that may not exceed $600, or $800 with respect to the Chairman of the Board. Restricted shares granted to non-employee directors in 2022, 2021 and 2020 vest at the time of grant and there were no unvested restricted shares as of December 31, 2022. In 2022, 16 fully vested RSUs with a weighted average grant date fair value per share of $102.65 were granted to non-employee directors.

The following table summarizes information about RSUs and restricted shares:


	Number of shares			Weighted average grant date fair value
Nonvested at December 31, 2021		794		$	89.74
RSUs granted		372		$	102.65
RSUs vested		(439	)	$	85.37
RSUs forfeited		(20	)	$	93.24
Nonvested at December 31, 2022		707		$	99.09

In 2022, 2021 and 2020, the Company also awarded 84, 75 and 95 PSUs, respectively, under the Amended 2017 Plan. Nonvested PSUs include performance conditions to be finally measured based on financial results at December 31, 2023 and 2024. The final number of PSUs will be determined using an adjustment factor of up to 2 times or down to 0.5 of the targeted PSU grant, depending on the degree of achievement of the designated performance targets. If the minimum performance thresholds are not achieved, no shares will be issued. Each PSU will convert to one share of the Company's common stock upon vesting.

At December 31, 2022, there were 161 shares of nonvested PSUs at target levels, with a weighted-average grant date fair value of $107.58. At December 31, 2022, 197 PSUs with a grant date fair value of $72.90 became vested based on satisfaction of performance goals but had not settled.

RSUs and PSUs granted under the Amended 2017 Plan have dividend equivalent rights, which entitle holders of RSUs and PSUs to the same dividend value per share as holders of common stock. Dividend equivalent rights are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs and are accumulated and paid in shares when the underlying awards is released.

At December 31, 2022, there are approximately 2,041 shares available for grant under the Amended 2017 Plan.

When restrictions on employee RSUs or PSUs lapse the Company derives a tax deduction in certain countries based on the fair market value of the award upon vesting and subject to the limits allowed under each jurisdiction’s tax regulations. Until vesting, a deferred tax asset is recognized and measured based on the fair value of the award at the date of grant (consistent with measurement for stock compensation expense). Any excess or shortfall in the tax deduction resulting from the difference between fair market value of the award between the date of grant and the date of vesting is recognized in income tax expense upon vesting.

Prior to 2017, the Company granted stock options under stock option plans approved annually by shareholders. Those plans generally allowed for the grant of qualified and non-qualified grants and outstanding options expire no more than ten years from the date of grant. All options were fully vested as of December 31, 2020. No additional shares can be granted under any of the Company's stock option plans other than the Amended 2017 Plan.

Upon the exercise of non-qualified stock options and disqualifying dispositions of incentive stock options, the Company derives a tax deduction measured by the excess of the market value over the option price at the date of exercise or disqualifying disposition. The portion of the benefit from the deduction, which equals the estimated fair value of the options (previously recognized as compensation expense) is recorded as a credit to the deferred tax asset for non-qualified stock options and is recorded as a credit to current tax expense for any disqualified dispositions of incentive stock options. For disqualifying dispositions, when the amount of the tax deduction is less than the cumulative amount of compensation expense recognized for the award, the amount credited to current tax expense is limited to the tax benefit associated with the tax deduction.

The following table summarizes information about stock options:


	Number of shares			Weighted average exercise price per share		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding at December 31, 2021		2,329		$	44.07
Options granted		—		$	—
Options exercised		(539	)	$	41.48
Options canceled		(6	)	$	41.53
Outstanding at December 31, 2022		1,784		$	44.86		2.29	$	105,400
Exercisable at December 31, 2022		1,784		$	44.86		2.29	$	105,400

In May 2002, the shareholders approved the Company’s 2002 Employee Stock Purchase Plan (the 2002 Plan), which became effective August 1, 2002. As last amended in May 2019, the Company’s 2002 Plan provides for 15,305 shares of the Company’s common stock to be reserved for issuance upon exercise of purchase rights granted to employees who elect to participate through regular payroll deductions beginning August 1 of each year. The purchase rights are exercisable on July 31 of the following year at a price equal to the lesser of (1) 85% of the fair market value of the Company’s stock on the last trading day in July or (2) 85% of the fair market value of the Company’s stock on the first trading day in August of the preceding year. A total of 14,174 shares have been issued under the 2002 Plan since inception and $32,458 has been withheld from employees at December 31, 2022 in connection with the plan year ending July 31, 2023.

The fair value of employee stock purchase rights granted under the 2002 Plan is estimated on the date of grant using the Black-Scholes Model with the following assumptions:


	For the years ended December 31,
	2022			2021			2020
Dividend yield		1.30	%		1.10	%		1.40	%
Volatility		29	%		20	%		32	%
Risk-free interest rates		3.02	%		0.08	%		0.15	%
Expected life (years)		1			1			1
Weighted average fair value	$	27.07		$	28.55		$	23.26

The Company’s expected volatility assumptions are based on the historical volatility of the Company’s stock over a period of time commensurate to the expected life. The expected life assumption is based on the one-year offering period. The risk-free interest rate for the expected term of the option is based on the corresponding yield curve in effect at the time of grant for U.S. Treasury bonds having the same term as the expected life of the option. The expected dividend yield is based on the Company’s historical experience. The forfeiture assumption used to calculate compensation expense is primarily based on historical pre-vesting employee forfeiture patterns.

The compensation expense for employee RSUs and PSUs is based on the fair market value of the Company’s share of common stock on the date of grant. RSUs and PSUs awarded in 2022, 2021 and 2020 were granted at a weighted-average grant date fair value of $102.65, $113.82 and $74.00, respectively.

The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was approximately $34 million, $82 million and $117 million, respectively.

As of December 31, 2022, the total unrecognized compensation cost related to stock awards is $52 million and the weighted average period over which that cost is expected to be recognized is 1.6 years.

Shares issued as a result of stock option exercises, restricted stock awards, vested RSUs, vested PSUs and employee stock plan purchases are issued as new shares outstanding by the Company.