EMPLOYEE BENEFIT PLANS

Overview of Equity Incentive Plans

At January 31, 2015, the Company had awards outstanding from two equity-based compensation plans, only one of which is currently active. The active plan was approved by the Company’s shareholders in June 2009 and includes 4.0 million shares available for grant, of which approximately 2.6 million shares remain available for future grant at January 31, 2015. Under the active plan, the Company is authorized to award officers, employees, and non-employee members of the Board of Directors restricted stock, options to purchase common stock, maximum value stock-settled stock appreciation rights (“MV Stock-settled SARs”), maximum value options (“MVOs”), and performance awards that are dependent upon achievement of specified performance goals. Equity-based compensation awards are used by the Company to attract talent and as a retention mechanism for the award recipients and have a maximum term of ten years, unless a shorter period is specified by the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) or is required under local law. Awards under the plans are priced as determined by the Compensation Committee and under the terms of the Company’s active equity-based compensation plan are required to be priced at, or above, the fair market value of the Company’s common stock on the date of grant. Awards generally vest between one and four years from the date of grant.

For the fiscal years ended January 31, 2015, 2014 and 2013, the Company recorded $13.7 million, $8.9 million and $13.6 million, respectively, of stock-based compensation expense, and related income tax benefits of $4.2 million, $2.9 million and $4.4 million, respectively. Cash received from equity-based incentives exercised during the fiscal years ended January 31, 2015, 2014 and 2013 was $1.5 million, $1.1 million and $3.4 million, respectively, and the actual benefit received from the tax deduction from the exercise of equity-based incentives was $5.2 million, $5.5 million and $11.7 million, respectively, for the fiscal years ended January 31, 2015, 2014 and 2013.

Restricted Stock

The Company’s restricted stock awards are primarily in the form of restricted stock units (“RSUs”) and typically vest in annual installments lasting between one and four years from the date of grant, unless a different vesting schedule is mandated by country law. All of the RSUs have a fair market value equal to the closing price of the Company’s common stock on the date of grant. Stock-based compensation expense includes $13.6 million, $8.7 million and $12.6 million for the vesting of RSUs during fiscal 2015, 2014 and 2013, respectively.

A summary of the status of the Company’s RSU activity for the fiscal year ended January 31, 2015 is as follows:



	Shares		Weighted- average grant date fair value
Nonvested at January 31, 2014	284,204		$	51.45
Granted	455,806		61.06
Vested	(160,844	)	50.37
Canceled	(31,477	)	56.91
Nonvested at January 31, 2015	547,689		59.45

The total fair value of RSUs which vested during the fiscal years ended January 31, 2015, 2014 and 2013 is $8.1 million, $12.9 million and $9.3 million, respectively. The weighted-average estimated fair value of the 305,097 RSU's granted during the fiscal year ended January 31, 2013 was $52.80 per share. There were no shares granted during the fiscal year ended January 31, 2014. As of January 31, 2015, the unrecognized stock-based compensation expense related to non-vested RSUs was $18.5 million, which the Company expects to be recognized over the next three years (over a remaining weighted average period of two years).

MV Stock-settled SARs, MVOs and Stock Options

MV Stock-settled SARs and MVOs are similar to traditional stock options, except these instruments contain a predetermined cap on the maximum earnings potential a recipient can expect to receive upon exercise. In addition, upon exercise, holders of an MV Stock-settled SAR will only receive shares with a value equal to the spread (the difference between the current market price per share of the Company’s common stock subject to the predetermined cap and the grant price). The grant price of the MV Stock-settled SARs and MVOs is determined using the last sale price of the Company’s common stock as quoted on the NASDAQ Stock Market, Inc. on the date of grant (or such higher price as may be required by applicable laws and regulations of specific foreign jurisdictions). MV Stock-settled SARs, MVOs and stock options vest annually between one and four years from the date of grant and have a contractual term of ten years.

A summary of the status of the Company’s MV Stock-settled SARs, MVOs and stock options activity for the fiscal year ended January 31, 2015 is as follows:



	Shares		Weighted- average exercise price		Weighted- Average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at January 31, 2014	329,788		$	38.31
Exercised	(287,678	)	38.95
Outstanding at January 31, 2015	42,110		33.97		3.1	$	974
Vested and expected to vest at January 31, 2015	42,110		33.97		3.1	974
Exercisable at January 31, 2015	38,992		32.37		2.7	964

Stock-based compensation expense of MV Stock-settled SARs and MVOs during fiscal 2015 and 2014 was insignificant and $1.0 million during fiscal 2013.

The aggregate intrinsic value in the table above represents the difference between the closing price of the Company’s common stock on January 31, 2015 and the grant price for all “in-the-money” equity-based awards at January 31, 2015. The intrinsic value of the equity-based awards changes based on the fair market value of the Company’s common stock. The intrinsic value of the MV Stock-settled SARs, MVO and stock option awards exercised during the fiscal year ended January 31, 2015, 2014 and 2013 was $5.8 million, $3.3 million and $21.0 million, respectively. As of January 31, 2015, total unrecognized compensation cost related to MV Stock-settled SARs and MVOs was insignificant. The total fair value of MV Stock-settled SARs and MVOs which vested during the fiscal year ended January 31, 2015 was insignificant and was $1.0 million and $1.2 million during the fiscal years ended January 31 2014 and 2013, respectively. The weighted-average estimated fair value of the 6,236 MVOs granted during the fiscal year ended January 31, 2013 was $10.77 per share based on a two-step valuation utilizing both the Hull-White Lattice (binomial) and Black-Scholes option-pricing models.

A summary of the status of the Company’s stock-based equity incentives outstanding, representing MV Stock-settled SARs, MVOs and stock options, at January 31, 2015, is as follows:



	Outstanding				Exercisable
Range of exercise prices	Number outstanding at 1/31/15	Weighted- average remaining contractual life (years)	Weighted- average exercise price		Number exercisable at 1/31/15	Weighted- average exercise price
$21.13 – $21.13	14,774	4.1	$	21.13	14,774	$	21.13
37.04 – 37.06	21,100	1.1	37.04		21,100	37.04
54.03 – 54.03	6,236	7.1	54.03		3,118	54.03
	42,110	3.1	33.97		38,992	32.37

The Company’s policy is to utilize shares of its treasury stock, to the extent available, to satisfy its obligation to issue shares upon the exercise of awards (see further discussion of the Company’s share repurchase program in Note 10 – Shareholders’ Equity below).

Employee Stock Purchase Plan

Under the 1995 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to 1,000,000 shares of common stock to eligible employees in the Company’s U.S. and Canadian subsidiaries. Under the terms of the ESPP, employees can choose to have a fixed dollar amount or percentage deducted from their bi-weekly compensation to purchase the Company’s common stock and/or elect to purchase shares once per calendar quarter. The purchase price of the stock is 85% of the market value on the purchase date and employees are limited to a maximum purchase of $25,000 in fair market value each calendar year. From the inception of the ESPP through January 31, 2015, the Company has issued 491,143 shares of common stock to the ESPP. All shares purchased under the ESPP must be held by the employees for a period of one year. Stock-based compensation expense related to the ESPP was insignificant during fiscal 2015, 2014 and 2013.

Retirement Savings Plan

The Company sponsors the Tech Data Corporation 401(k) Savings Plan (the “401(k) Savings Plan”) for its U.S. employees. At the Company’s discretion, participant deferrals are matched in cash, in an amount equal to 50% of the first 6% of participant deferrals and participants are fully vested following four years of qualified service. Aggregate contributions made by the Company to the 401(k) Savings Plan were $0.1 million, $0.7 million, and $2.5 million for fiscal 2015, 2014 and 2013, respectively. The Company suspended the employer match for the 401(k) Savings Plan for a portion of fiscal 2014 and 2015.