Note 8—Stock-Based Compensation

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 March 31, 2017 and 2016, the Company’s income before income taxes was reduced for stock-based compensation expense of $12.1 and $11.6, respectively. In addition, for the three months ended March 31, 2017 and 2016, the Company recognized income tax benefits associated with stock-based compensation of $11.0 and $2.8, respectively. The income tax benefit during the three months ended March 31, 2017 includes the full cash tax benefit from option exercises in the quarter in accordance with the adoption of ASU 2016-09. Under previous accounting guidance, a portion of this benefit would have been recorded directly to equity. The expense incurred for stock-based compensation is included in Selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Income.

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. The number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance under the 2009 Employee Option Plan, as amended, is 58,000,000 shares. As of March 31, 2017, there were 12,123,770 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 are fully vested and are generally exercisable over a period of ten years from the date of grant. Options granted under the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant 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 March 31, 2017 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 were last granted under the 2004 Directors Option Plan in May 2011. Options granted under the 2004 Directors Option Plan are fully vested and are generally exercisable over a period of ten years from the date of grant.

Stock option activity for the three months ended March 31, 2017 was as follows:


				Weighted
				Average	Aggregate
		Weighted		Remaining	Intrinsic
		Average		Contractual	Value
	Options	Exercise Price		Term (in years)	(in millions)
Options outstanding at January 1, 2017	32,266,391	$	44.14	7.03	$	744.1
Options granted	—
Options exercised	(834,925)
Options forfeited	(45,660)
Options outstanding at March 31, 2017	31,385,806	$	44.54	6.85	$	835.7
Vested and non-vested options expected to vest at March 31, 2017	29,778,073	$	44.04	6.78	$	807.9
Exercisable options at March 31, 2017	12,788,636	$	33.31	5.20	$	484.2

A summary of the status of the Company’s non-vested options as of March 31, 2017 and changes during the three months then ended is as follows:


		Weighted
		Average Fair
		Value at Grant
	Options	Date
Non-vested options at January 1, 2017	18,725,570	$	7.99
Options granted	—		—
Options vested	(82,740)		8.17
Options forfeited	(45,660)		7.84
Non-vested options at March 31, 2017	18,597,170	$	7.98

During the three months ended March 31, 2017 and 2016, the following activity occurred under the Company’s option plans:


	Three Months Ended
	March 31,
	2017		2016
Total intrinsic value of stock options exercised	$	34.5	$	20.7
Total fair value of stock options vested		0.7		0.4

As of March 31, 2017, the total compensation cost related to non-vested options not yet recognized was approximately $101.9 with a weighted average expected amortization period of 3.13 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 Company’s 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 issuances 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.

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 March 31, 2017, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 137,069. 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 the Company’s Common Stock without payment.

Restricted share activity for the three months ended March 31, 2017 was as follows:


				Weighted
				Average Remaining
	Restricted	Fair Value at		Amortization Term
	Shares	Grant Date		(in years)
Restricted shares outstanding at January 1, 2017	16,905	$	57.99	0.38
Restricted shares granted	—		—
Restricted shares outstanding at March 31, 2017	16,905	$	57.99	0.13

As of March 31, 2017, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.1 with a weighted average expected amortization period of 0.13 years.