NOTE 12. STOCK-BASED COMPENSATION

Long-Term Incentive Plans

During 2015, the Company’s Board of Directors adopted, and the shareholders approved, the Office Depot, Inc. 2015 Long-Term Incentive Plan (the “Plan”). The Plan replaces the Office Depot, Inc. 2007 Long-Term Incentive Plan, as amended, and the 2003 OfficeMax Incentive and Performance Plan (both referred to as the “Prior Plans”). No additional awards will be granted under the Prior Plans effective April 27, 2015, the effective date of the Plan. The Plan permits the issuance of stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and other equity-based incentive awards. Employee share-based awards are generally issued in the first quarter of the year.

Each option to purchase OfficeMax common stock outstanding immediately prior to the effective time of the Merger was converted into an option to purchase Office Depot common stock, on the same terms and conditions adjusted by the 2.69 exchange ratio provided for in the Merger Agreement. The fair value of those options was measured using an option pricing model with the following assumptions: risk-free rate 0.42%; expected life 2.34; dividend yield of zero; expected volatility 52.18% and forfeiture rate of 5%.

Similarly, each previously-existing OfficeMax restricted stock and restricted stock unit outstanding immediately prior to the effective time of the Merger was converted into an Office Depot restricted stock or restricted stock unit, as appropriate, at the 2.69 exchange ratio. The fair value of these awards was allocated to consideration and unearned compensation, based on the past and future service conditions. The assumed awards related to the Merger have been identified, as applicable, in the tables that follow.

Stock Options

The Company’s stock option exercise price for each grant of a stock option shall not be less than 100% of the fair market value of a share of common stock on the date the option is granted. Options granted under the Prior Plans have vesting periods ranging from one to five years and from one to three years after the date of grant, provided that the individual is continuously employed with the Company. Following the date of grant, all options granted under the Prior Plans expire no more than ten years. No stock options were granted in 2015 or 2014.

A summary of the activity in the stock option awards for the last three years is presented below.


	2015					2014					2013
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at beginning of year		8,602,626		$	4.53		22,702,534		$	4.48		12,578,071		$	5.25
Granted		—			—		—			—		2,003,000			5.24
Assumed — Merger		—			—		—			—		13,142,351			3.62
Forfeited		(574,967	)		9.29		(1,323,664	)		10.46		(2,072,560	)		8.83
Exercised		(2,248,062	)		3.34		(12,776,244	)		3.83		(2,948,328	)		1.40

Outstanding at end of year		5,779,597		$	4.53		8,602,626		$	4.53		22,702,534		$	4.48

The weighted-average grant date fair value of options granted during 2013 was $3.00, using the following weighted average assumptions for grants:

•

Risk-free interest rates of 1.69%

•

Expected lives of six years

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A dividend yield of zero

•

Expected volatility ranging from 61% to 69%

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Forfeitures are anticipated at 5% and are adjusted for actual experience over the vesting period

The following table summarizes information about stock options outstanding and exercisable at December 26, 2015.


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$0.83 $3.00		1,579,501		1.99	$	1.44		1,579,501		1.99	$	1.44
3.01 5.12		788,176		2.12		4.34		784,622		2.11		4.35
5.13		194,805		1.45		5.13		194,805		1.45		5.13
5.14 8.00		2,904,615		5.94		5.66		2,237,948		5.36		5.79
8.01 11.27		312,500		1.20		9.64		312,500		1.20		9.64

$0.83 $11.27		5,779,597		3.93	$	4.53		5,109,376		3.42	$	4.43

The intrinsic value of options exercised in 2015, 2014, and 2013, was $12 million, $27 million, and $10 million, respectively. The aggregate intrinsic value of options outstanding and exercisable at December 26, 2015 was $8 million and $8 million, respectively.

As of December 26, 2015, there was approximately $1.8 million of total stock-based compensation expense that has not yet been recognized relating to non-vested stock option awards. This expense is expected to be recognized over a weighted-average period of approximately 0.9 years. The Company estimates that all of the 0.7 million unvested options will vest. The number of exercisable options was 5.1 million and 6.7 million shares of common stock at December 26, 2015 and December 27, 2014, respectively.

Restricted Stock and Restricted Stock Units

In 2015, the Company granted 2.9 million shares of restricted stock and restricted stock units to eligible employees. In addition, 0.1 million shares were granted to the Board of Directors as part of their annual compensation and vested immediately on the grant date with distribution to occur following their separation from service with the Company. Restricted stock grants to Company employees typically vest annually over a three-year service period. A summary of the status of the Company’s nonvested shares and changes during 2015, 2014, and 2013 is presented below.


	2015					2014					2013
	Shares			Weighted Average Grant- Date Price		Shares			Weighted Average Grant- Date Price		Shares			Weighted Average Grant- Date Price
Outstanding at beginning of year		10,708,372		$	4.65		10,207,546		$	4.76		5,459,900		$	3.52
Granted		2,886,640			9.43		5,809,821			4.33		4,884,848			4.54
Assumed — Merger		—			—		—			—		6,426,968			3.46
Vested		(3,370,569	)		4.46		(4,179,789	)		4.75		(5,788,992	)		4.49
Forfeited		(635,554	)		5.94		(1,129,206	)		3.65		(775,178	)		4.01

Outstanding at end of year		9,588,889		$	6.07		10,708,372		$	4.65		10,207,546		$	4.76

As of December 26, 2015, there was $29 million of total unrecognized compensation cost related to nonvested restricted stock. This expense, net of forfeitures, is expected to be recognized over a weighted-average period of approximately 1.8 years. Total outstanding shares of 9.6 million include 1.7 million granted to members of the Board of Directors that have vested but will not be issued until separation from service and 7.9 million unvested shares granted to employees. Of the 7.9 million unvested shares at year end, the Company estimates that 7.6 million shares will vest. The total fair value of shares at the time they vested during 2015 was $31 million.

Performance-Based Incentive Program

The Company has a performance-based long-term incentive program consisting of performance stock units. Payouts under this program are based on achievement of certain financial targets set by the Board of Directors and are subject to additional service vesting requirements, generally of three years from the grant date.

A summary of the activity in the performance-based long-term incentive program since inception is presented below.


	2015					2014					2013
	Shares			Weighted Average Grant-Date Price		Shares			Weighted Average Grant-Date Price		Shares			Weighted Average Grant-Date Price
Outstanding at beginning of the year		6,808,964		$	4.43		3,076,292		$	4.45		1,030,753		$	3.25
Granted		2,745,303			9.45		5,289,047			4.55		4,317,314			4.55
Vested		(283,244	)		3.98		(1,246,006	)		3.74		(261,095	)		3.63
Forfeited		(681,909	)		5.67		(310,369	)		4.16		(2,010,680	)		4.15

Outstanding at end of the year		8,589,114		$	5.95		6,808,964		$	4.43		3,076,292		$	4.45

As of December 26, 2015, there was $30 million of total unrecognized compensation expense related to the performance-based long-term incentive program. This expense, net of forfeitures, is expected to be recognized over a weighted-average period of approximately 1.9 years. Of the 8.6 million unvested shares at year end, the Company estimates that 8 million shares will vest. The total fair value of shares at the time they vested during 2015 was $3 million.