NOTE 9 — EMPLOYEE BENEFIT PLANS

Overview of Equity Incentive Plans

At January 31, 2017, 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 2.2 million shares remain available for future grant at January 31, 2017. 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, maximum value options 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 three years from the date of grant. 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.

For the fiscal years ended January 31, 2017, 2016 and 2015, the Company recorded $13.9 million, $14.9 million and $13.7 million, respectively, of stock-based compensation expense, and related income tax benefits of $4.6 million, $4.6 million and $4.2 million, respectively. There was no cash received from equity-based incentives exercised during the fiscal year ended January 31, 2017 and $0.6 million and $1.5 million of cash received from equity-based incentives exercised during fiscal 2016 and 2015, respectively. The actual benefit received from the tax deduction from the exercise of equity-based incentives was $4.8 million, $5.2 million and $5.2 million for the fiscal years ended January 31, 2017, 2016 and 2015, respectively.

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 three 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 $13.7 million, $14.8 million and $13.6 million related to RSUs during fiscal 2017, 2016 and 2015, respectively.

A summary of the status of the Company’s RSU activity for the fiscal year ended January 31, 2017 is as follows:



	Shares		Weighted-average grant date fair value
Nonvested at January 31, 2016	496,329		$	60.28
Granted ^(a)	240,658		78.42
Vested	(187,133	)	60.73
Canceled	(44,772	)	66.65
Nonvested at January 31, 2017	505,082		68.11

(a) Includes 18,563 shares of performance-based restricted stock units, which assumes maximum achievement.

The total fair value of RSUs which vested during the fiscal years ended January 31, 2017, 2016 and 2015 is $11.4 million, $15.4 million and $8.1 million, respectively. The weighted-average estimated fair value of the 275,539 RSUs granted during the fiscal year ended January 31, 2016 was $59.30 per share. The weighted-average estimated fair value of the 455,806 RSUs granted during the fiscal year ended January 31, 2015 was $61.06 per share. As of January 31, 2017, the unrecognized stock-based compensation expense related to non-vested RSUs was $16.8 million, which the Company expects to be recognized over the next three years (over a remaining weighted average period of two years).

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, 2017, the Company has issued 512,540 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 2017, 2016 and 2015.

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 $3.1 million, $2.8 million and $0.1 million for fiscal 2017, 2016 and 2015, respectively. The Company suspended the employer match for the 401(k) Savings Plan for a portion of fiscal 2015. The employer match for the 401(k) Saving Plan was reinstated for fiscal 2016.