Note 8—Stock-Based Compensation

Stock Options

In 2009, the Company adopted the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries (the “2009 Employee Option Plan”). The Company also continues to maintain the 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2000 Employee Option Plan”). No additional stock options can be granted under the 2000 Employee Option Plan. The 2009 Employee Option Plan authorizes the granting of additional stock options by a committee of the Company’s Board of Directors and was amended in May 2014 to increase the number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance thereunder from 32,000,000 shares to 58,000,000 shares. As of June 30, 2015, there were 18,791,380 shares of Common Stock available for the granting of additional stock options under the 2009 Employee Option Plan. Options granted under the 2000 Employee Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years and are generally exercisable over a period of ten years from the date of grant.

In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “2004 Directors Option Plan”). The 2004 Directors Option Plan is administered by the Company’s Board of Directors. As of June 30, 2015, there were 140,000 shares of Common Stock available for the granting of additional stock options under the 2004 Directors Option Plan, although no additional stock options are expected to be granted under this plan. Options granted under the 2004 Directors Option Plan generally vest ratably over a period of three years and are generally exercisable over a period of ten years from the date of grant. Options were last granted under the 2004 Directors Option Plan in May 2011.

Stock option activity for the three and six months ended June 30, 2015 was as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Options outstanding at January 1, 2015	27,787,920		$	31.60	7.09	$	617.2
Options granted	92,000
Options exercised	(742,280	)
Options forfeited	(92,680	)

Options outstanding at March 31, 2015	27,044,960		31.95		6.91	729.7
Options granted	6,286,200
Options exercised	(1,006,630	)
Options forfeited	(98,320	)

Options outstanding at June 30, 2015	32,226,210		$	37.20	7.34	$	669.4

Vested and non-vested options expected to vest at June 30, 2015	29,356,675		$	36.63	7.25	$	626.5
Exercisable options at June 30, 2015	14,723,730		$	26.58	5.76	$	462.2

A summary of the status of the Company’s non-vested options as of June 30, 2015 and changes during the three and six months then ended is as follows:

	Options		Weighted Average Fair Value at Grant Date
Non-vested options at January 1, 2015	16,440,560		$	7.98
Options granted	92,000		10.30
Options vested	(27,000	)	9.51
Options forfeited	(92,680	)	7.94

Non-vested options at March 31, 2015	16,412,880		7.99
Options granted	6,286,200		8.49
Options vested	(5,098,280	)	7.69
Options forfeited	(98,320	)	8.09

Non-vested options at June 30, 2015	17,502,480		$	8.24

During the three and six months ended June 30, 2015 and 2014, the following activity occurred under the Company’s option plans:

	Three months ended June 30,				Six months ended June 30,
	2015		2014		2015		2014
Total intrinsic value of stock options exercised	$	32.0	$	62.9	$	57.9	$	78.5
Total fair value of stock options vested	39.1		36.9		39.4		37.1

As of June 30, 2015, the total compensation cost related to non-vested options not yet recognized is approximately $123.8 with a weighted average expected amortization period of 3.74 years.

Restricted Shares

In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Company’s Board of Directors. As of June 30, 2015, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 153,974. Restricted shares granted under the 2012 Directors Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of Common Stock without payment.

Restricted share activity for the three and six months ended June 30, 2015 was as follows:

	Restricted Shares		Fair Value at Grant Date		Weighted Average Remaining Amortization Term (in years)
Restricted shares outstanding at January 1, 2015	18,340		$	47.72	0.39
Restricted shares granted	692		54.96

Restricted shares outstanding at March 31, 2015	19,032		47.98		0.15

Shares vested and issued	(19,032	)	47.98
Restricted shares granted	17,256		57.97

Restricted shares outstanding at June 30, 2015	17,256		57.97		0.90

As of June 30, 2015, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.9 with a weighted average expected amortization period of 0.90 years.

The grant-date fair value of each option grant under the 2000 Employee Option Plan, the 2009 Employee Option Plan and the 2004 Directors Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each restricted share grant is determined based on the closing share price of the Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical post-vesting termination experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. For the three months ended June 30, 2015, the Company’s income before income taxes and net income were reduced for stock-based compensation expense by $10.1 and $7.6, respectively, and these reductions were $20.2 and $15.1, respectively, for the six months ended June 30, 2015. For the three months ended June 30, 2014, the Company’s income before income taxes and net income were reduced for stock-based compensation expense by $10.0 and $7.3, respectively, and those reductions were $19.2 and $14.1, respectively, for the six months ended June 30, 2014. The expense incurred for stock-based compensation is included in selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Income.