NOTE 11. 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 were 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.

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 in no more than ten years. No stock options were granted in 2016, 2015 or 2014.

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


	2016					2015					2014
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at beginning of year		5,779,597		$	4.53		8,602,626		$	4.53		22,702,534		$	4.48
Granted		—			—		—			—		—			—
Forfeited		(108,818	)		5.04		(574,967	)		9.29		(1,323,664	)		10.46
Exercised		(1,614,243	)		1.89		(2,248,062	)		3.34		(12,776,244	)		3.83

Outstanding at end of year		4,056,536		$	5.56		5,779,597		$	4.53		8,602,626		$	4.53

The following table summarizes information about stock options outstanding and exercisable at December 31, 2016.


	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		183,862		1.71		1.64		183,862		1.71		1.64
3.01—5.12		569,901		1.02		4.34		569,901		1.02		4.34
5.13		183,993		0.43		5.13		183,993		0.43		5.13
5.14—8.00		2,806,280		5.05		5.64		2,806,280		5.05		5.64
8.01—11.27		312,500		0.18		9.64		312,500		0.18		9.64

$0.83—$11.27		4,056,536		3.76		5.56		4,056,536		3.76		5.56

The intrinsic value of options exercised in 2016, 2015 and 2014, was $5 million, $12 million and $27 million, respectively. The aggregate intrinsic value of options outstanding and exercisable at December 31, 2016 was $0.7 million and $0.7 million, respectively.

At December 31, 2016, all outstanding stock options were vested and all related compensation expense had been recognized. The number of exercisable options was 4.1 million and 5.1 million shares of common stock at December 31, 2016 and December 26, 2015, respectively.

Restricted Stock and Restricted Stock Units

In 2016, the Company granted 10.1 million shares of restricted stock and restricted stock units to eligible employees which included 0.4 million shares granted to the Board of Directors. The Board of Directors are granted restricted stock units as part of their annual compensation which vest 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 2016, 2015 and 2014 is presented below.


	2016					2015					2014
	Shares			Weighted Average Grant- Date Price		Shares			Weighted Average Grant- Date Price		Shares			Weighted Average Grant- Date Price
Outstanding at beginning of year		9,588,889		$	6.07		10,708,372		$	4.65		10,207,546		$	4.76
Granted		10,099,481			3.53		2,886,640			9.43		5,809,821			4.33
Vested		(3,521,765	)		5.31		(3,370,569	)		4.46		(4,179,789	)		4.75
Forfeited		(3,418,814	)		4.51		(635,554	)		5.94		(1,129,206	)		3.65

Outstanding at end of year		12,747,791		$	4.41		9,588,889		$	6.07		10,708,372		$	4.65

As of December 31, 2016, there was approximately $27 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 2 years. Total outstanding shares of 12.7 million include 3.1 million granted to members of the Board of Directors that have vested but will not be issued until separation from service and 9.6 million unvested shares granted to employees. Of the 9.6 million unvested shares at year end, the Company estimates that 9.2 million shares will vest. The total fair value of shares at the time they vested during 2016 was $19 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 three years from the grant date.

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


	2016					2015					2014
	Shares			Weighted Average Grant- Date Price		Shares			Weighted Average Grant- Date Price		Shares			Weighted Average Grant- Date Price
Outstanding at beginning of the year		8,589,114		$	5.95		6,808,964		$	4.43		3,076,292		$	4.45
Granted		9,635,184			3.37		2,745,303			9.45		5,289,047			4.55
Vested		(161,408	)		4.32		(283,244	)		3.98		(1,246,006	)		3.74
Forfeited		(4,320,506	)		5.69		(681,909	)		5.67		(310,369	)		4.16

Outstanding at end of the year		13,742,384			4.66		8,589,114		$	5.95		6,808,964		$	4.43

As of December 31, 2016, there was approximately $29 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. Forfeitures in the table above include adjustments to the share impact of anticipated performance achievement. Of the 13.7 million shares outstanding at year end, the Company estimates that 12.9 million shares will vest. The total fair value of shares at the time they vested during 2016 was $0.7 million.