11.STOCK-BASED COMPENSATION PLANS

Overview

We utilize various stock-based compensation plans as integral components of our overall compensation and associate retention strategy. Our shareholders have approved various stock incentive plans that permit us to grant performance awards, unvested share awards, stock options, and employee stock purchase plan (ESPP) shares. In addition, our Board of Directors and shareholders may, from time to time, approve fully vested stock awards. The Organization and Compensation Committee of the Board of Directors (the Compensation Committee) has responsibility for the approval and oversight of our stock-based compensation plans.

On January 23, 2015, our shareholders approved the 2015 Omnibus Incentive Plan (the 2015 Plan), which authorized 1.0 million shares of common stock for issuance to employees and members of the Board of Directors as stock-based payments. A more detailed description of the 2015 Plan is set forth in our Definitive Proxy Statement filed with the SEC on December 22, 2014. At August 31, 2018, the 2015 Plan had approximately 254,000 shares available for future grants.

At the annual meeting of shareholders held on January 26, 2018, our shareholders approved the Franklin Covey Co. 2017 Employee Stock Purchase Plan (the 2017 ESPP). The 2017 ESPP replaced the Franklin Covey Co. 2004 Employee Stock Purchase Plan, which previously expired. The 2017 ESPP authorized an additional 1.0 million shares, subject to certain adjustments, of our common stock for issuance to ESPP participants. For further information regarding the 2017 ESPP, including the full text of the 2017 ESPP, please refer to our definitive Proxy Statement as filed with the SEC on December 22, 2017. At August 31, 2018, the 2017 ESPP had approximately 946,000 shares remaining for purchase by plan participants.

The total compensation expense of our stock-based compensation plans was as follows (in thousands):



YEAR ENDED
AUGUST 31,		2018		2017		2016
Performance awards	$	2,034	$	2,902	$	2,492
Unvested stock awards		642		500		450
Fully vested stock awards		15		135		60
Compensation cost of the ESPP		155		121		119
	$	2,846	$	3,658	$	3,121

The compensation expense of our stock-based compensation plans was included in selling, general, and administrative expenses in the accompanying consolidated statements of operations, and no stock-based compensation was capitalized during fiscal years 2018, 2017, or 2016. We recognize forfeitures of stock-based compensation instruments as they occur. During fiscal 2018, we issued 311,898 shares of our common stock from shares held in treasury for various stock-based compensation plans. Our stock-based compensation plans allow shares to be withheld from the award to pay statutory income tax liabilities. We withheld 104,699 shares of our common stock (Note 9) for statutory income taxes during fiscal 2018.

The following is a description of our stock-based compensation plans.

Performance Awards

The Compensation Committee has awarded various performance-based stock compensation awards to members of our senior management as long-term incentive plan (LTIP) compensation. These awards vest to the participants based upon the achievement of specified performance criteria. Compensation expense is recognized as we determine it is probable that the shares will vest. Adjustments to compensation expense to reflect the timing of and the number of shares expected to be awarded are made on a cumulative basis at the date of the adjustment. We reevaluate the likelihood of shares vesting under performance awards at each reporting date.

Due to the significant change in our business resulting from sales of the All Access Pass, on October 18, 2016, the Compensation Committee approved a modification to the fiscal 2012 through fiscal 2016 performance awards to include the change in deferred revenue, less certain costs, in adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) in the vesting calculations. Our share price on October 18, 2016 was less than the share prices used to recognize stock-based compensation expense on the fiscal 2012 through fiscal 2015 performance awards and no incremental stock-based compensation expense was recognized from this modification for those awards. The incremental compensation expense recorded in fiscal 2017 as a result of this modification for the fiscal 2016 LTIP award was approximately $0.6 million.

The following is a description of our performance-based LTIP awards as of August 31, 2018.

Fiscal 2018 LTIP Award – On November 14, 2017, the Compensation Committee granted a new performance-based LTIP award to our executive officers and members of senior management. The fiscal 2018 LTIP award has three tranches, which consist of the following: 1) shares that vest after three years of service; 2) the achievement of certain levels of fiscal 2020 qualified Adjusted EBITDA; and 3) fiscal 2020 subscription service sales. Twenty-five percent of a participant’s award vests after three years of service, and the number of shares awarded in this tranche will not fluctuate based on the described financial measures. The number of shares granted in this tranche totals 42,883 shares. The remaining two tranches of the award are divided between the achievement of certain levels of Adjusted EBITDA and subscription sales recognized in fiscal 2020. The number of shares that will vest to participants for these two tranches is variable and may be 50 percent of the award (minimum award threshold) up to 200 percent of the participant’s award (maximum threshold). The maximum number of shares that may be awarded in connection with these tranches totals 257,300 shares. The fiscal 2018 LTIP has a three-year life and expires on August 31, 2020.

Fiscal 2017 LTIP Award – On October 18, 2016, the Compensation Committee granted performance-based awards for our executive officers and members of senior management. A total of 183,381 shares may be earned by the participants based on six individual vesting conditions that are divided into two performance measures, trailing four-quarter Adjusted EBITDA and trailing four-quarter gross All Access Pass sales. As of August 31, 2018, four tranches of this award have vested, totaling 97,803 shares. The 2017 LTIP has a six-year life and expires on August 31, 2022.

Fiscal 2016 LTIP Award – The fiscal 2016 LTIP was granted on November 12, 2015, to our executive officers and members of senior management. A total of 231,276 shares may be awarded to the participants based on six individual vesting conditions that are divided into two performance measures, trailing four-quarter Adjusted EBITDA and increased sales of Organizational Development Suite (OD Suite) offerings. The OD Suite is defined as Leadership, Productivity, and Trust practice sales. As of August 31, 2018, four tranches of the fiscal 2016 LTIP have vested to participants, totaling 123,348 shares. The 2016 LTIP has a six-year life and expires on August 31, 2021.

Fiscal 2015 LTIP Award – During fiscal 2015, the Compensation Committee granted a performance-based award for our executive officers and certain members of senior management. A total of 112,464 shares may be awarded to the participants based on six individual vesting conditions that are divided into two performance measures, trailing four-quarter Adjusted EBITDA and increased sales of OD Suite sales as described above. As of August 31, 2018, a total of 59,980 shares, or four tranches, of the fiscal 2015 LTIP have vested to participants. The 2015 LTIP has a six-year life and expires on August 31, 2020.

Fiscal 2014 LTIP Award – During the first quarter of fiscal 2014, the Compensation Committee granted performance-based equity awards to our executive officers. A total of 89,418 shares may be awarded to the participants based on six individual vesting conditions that are divided into two performance measures, trailing four-quarter Adjusted EBITDA and trailing four-quarter increased sales of courses related to The 7 Habits of Highly Effective People. As of August 31, 2018, four tranches of the fiscal 2014 LTIP, totaling 47,690 shares, have vested to participants. The fiscal 2014 LTIP has a six-year life and expires on August 31, 2019.

Fiscal 2013 LTIP Award – During fiscal 2013, the Compensation Committee granted a performance-based equity award for the Chief Executive Officer (CEO), Chief Financial Officer, and the Chief People Officer. A total of 68,085 shares may be issued to the participants based on six individual vesting conditions that are divided into two performance measures, trailing four-quarter Adjusted EBITDA and Productivity Practice sales. As of August 31, 2018, three tranches of the fiscal 2013 LTIP award, or 38,582 shares, have vested to participants. The fiscal 2013 LTIP award had a six-year life that ended on August 31, 2018, and the remaining award tranches totaling 29,503 shares expired unvested to the participants.

Unvested Stock Awards

The annual Board of Director unvested stock award, which is administered under the terms of the Franklin Covey Co. 2015 Omnibus Incentive Plan, is designed to provide our non-employee directors, who are not eligible to participate in our employee stock purchase plan, an opportunity to obtain an interest in the Company through the acquisition of shares of our common stock. Each eligible director is entitled to receive a whole-share grant equal to $100,000 with a one-year vesting period, which is generally granted in January (following the Annual Shareholders’ Meeting) of each year. Shares granted under the terms of this annual award may not be voted or participate in any common stock dividends until they are vested.

Under the terms of this program, we issued 23,338 shares, 29,834 shares, and 25,032 shares of our common stock to eligible members of the Board of Directors during the fiscal years ended August 31, 2018, 2017, and 2016. The fair value of shares awarded to the directors was $0.7 million in fiscal 2018 and $0.5 million in each of fiscal 2017 and fiscal 2016 as calculated on the grant date of the awards. The corresponding compensation cost is recognized over the vesting period of the awards, which is one year. The cost of the common stock issued from treasury for these awards was $0.3 million in fiscal 2018, $0.4 million in fiscal 2017, and $0.3 million in fiscal 2016. The following information applies to our unvested stock awards for the fiscal year ended August 31, 2018:



			Weighted-
			Average Grant-
			Date Fair
	Number of		Value Per
	Shares		Share
Unvested stock awards at
August 31, 2017	29,834	$	17.60
Granted	23,338		30.00
Forfeited	-		-
Vested	(29,834)		17.60
Unvested stock awards at
August 31, 2018	23,338	$	30.00

At August 31, 2018, there was $0.2 million of unrecognized compensation cost related to unvested stock awards, which is expected to be recognized over the remaining weighted-average vesting period of four months. The total recognized income tax benefit from unvested stock awards totaled $0.2 million in fiscal 2018, $0.2 million for fiscal 2017, and $0.1 million in fiscal 2016. The intrinsic value of our unvested stock awards at August 31, 2018 was $0.6 million.

Stock Options

We have an incentive stock option plan whereby options to purchase shares of our common stock may be issued to key employees at an exercise price not less than the fair market value of the Company’s common stock on the date of grant. Information related to our stock option activity during the fiscal year ended August 31, 2018 is presented below:



				Weighted
			Weighted	Average
			Avg. Exercise	Remaining		Aggregate
	Number of		Price Per	Contractual		Intrinsic Value
	Stock Options		Share	Life (Years)		(thousands)
Outstanding at August 31, 2017	568,750	$	11.67
Granted	-		-
Exercised	-		-
Forfeited	-		-
Outstanding at August 31, 2018	568,750	$	11.67	1.8	$	7,923

Options vested and exercisable at
August 31, 2018	568,750	$	11.67	1.8	$	7,923

During fiscal 2017, we had 62,500 stock options exercised on a net share basis, which had an intrinsic value of $0.5 million. At August 31, 2018, there was no remaining unrecognized compensation expense related to our stock options and no options were exercised during either fiscal 2018 or 2016.

The following additional information applies to our stock options outstanding at August 31, 2018:



		Weighted
	Number	Average		Options
	Outstanding	Remaining	Weighted	Exercisable at	Weighted
	at August 31,	Contractual	Average	August 31,	Average
Exercise Prices	2018	Life (Years)	Exercise Price	2018	Exercise Price
$9.00	62,500	2.4	$9.00	62,500	$9.00
$10.00	168,750	1.8	$10.00	168,750	$10.00
$12.00	168,750	1.8	$12.00	168,750	$12.00
$14.00	168,750	1.8	$14.00	168,750	$14.00
	568,750			568,750

Fully Vested Stock Awards

We have a stock-based incentive program that is designed to reward our client partners and training consultants for exceptional long-term performance. The program grants shares of our common stock with a total value of $15,000 to each client partner who has sold over $20.0 million in cumulative sales and to each training consultant who has delivered over 1,500 days of training during their career. During fiscal 2018, one individual qualified for this award; nine individuals qualified for this award in fiscal 2017; and four individuals qualified for this award in fiscal 2016.

Employee Stock Purchase Plan

We have an employee stock purchase plan that offers qualified employees the opportunity to purchase shares of our common stock at a price equal to 85 percent of the average fair market value of our common stock on the last trading day of each quarter. We issued a total of 40,941 shares, 43,199 shares, and 49,375 shares to ESPP participants during the fiscal years ended August 31, 2018, 2017, and 2016, which had a corresponding cost basis of $0.6 million, $0.6 million, and $0.7 million, respectively. We received cash proceeds for these shares from ESPP participants totaling $0.8 million in fiscal 2018 and $0.7 million in each of the fiscal years ended August 31, 2017 and 2016.