NOTE 12 – STOCK-BASED COMPENSATION

The Company issues stock options and restricted stock units to employees under Stock Awards Plans approved by shareholders. Stock options and restricted stock units are issued to non-employee directors under Director Stock Option Plans and the Director Restricted Stock Unit Plan approved by shareholders. Options are awarded with the exercise price equal to the market price on the date of grant and generally become exercisable over three years and expire 10 years after grant. Restricted stock units granted to employees generally vest over three years.

Compensation expense recorded attributable to stock options for the first nine months of 2015 was approximately $14.9 million ($9.7 million after tax). The income tax benefit related to this compensation expense was approximately $5.2 million. Approximately $13.2 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales. Compensation expense recorded attributable to stock options for the first nine months of 2014 was approximately $15.0 million ($9.8 million after tax). The income tax benefit related to this compensation expense was approximately $5.2 million. Approximately $13.4 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales.

The Company uses historical data to estimate expected life and volatility. The weighted-average fair value of stock options granted under the Stock Awards Plans was $12.83 and $14.84 per share in 2015 and 2014, respectively. These values were estimated on the respective dates of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Stock Awards Plans:
Nine months ended September 30,	2015		2014

Dividend Yield	1.7	%	1.7	%
Expected Stock Price Volatility	21.9	%	22.1	%
Risk-free Interest Rate	1.6	%	2.3	%
Expected Life of Option (years)	6.9		6.9

There were no grants under the Director Stock Option Plan during the third quarter of 2015 as this plan was cancelled and replaced by the Director Restricted Stock Unit Plan. The fair value of stock options granted under the Director Stock Option Plan during the second quarter of 2014 was $14.07. These values were estimated on the respective date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Director Stock Option Plans:
Nine months ended September 30,	2014

Dividend Yield	1.8	%
Expected Stock Price Volatility	22.2	%
Risk-free Interest Rate	2.2	%
Expected Life of Option (years)	6.9

A summary of option activity under the Company’s stock plans during the nine months ended September 30, 2015 is presented below:

	Stock Awards Plans					Director Stock Option Plans
				Weighted Average					Weighted Average
	Shares			Exercise Price		Shares			Exercise Price

Outstanding, January 1, 2015	8,107,806			$	46.74	368,668			$	53.52
Granted	1,391,355			64.60		--			--
Exercised	(1,077,180		)	36.12		(62,001		)	40.67
Forfeited or expired	(43,648		)	61.85		--			--

Outstanding at September 30, 2015	8,378,333			$	51.00	306,667			$	56.11

Exercisable at September 30, 2015	5,666,597			$	44.94	224,325			$	53.41


Weighted-Average Remaining Contractual Term (Years):
Outstanding at September 30, 2015	6.2					7.1
Exercisable at September 30, 2015	5.0					6.7

Aggregate Intrinsic Value ($000):
Outstanding at September 30, 2015	$	128,066				$	3,080
Exercisable at September 30, 2015	$	120,010				$	2,840

Intrinsic Value of Options Exercised ($000) During the Nine Months Ended:
September 30, 2015	$	31,920				$	1,449
September 30, 2014	$	22,386				$	741

The fair value of shares vested during the nine months ended September 30, 2015 and 2014 was $16.1 million and $14.1 million, respectively. Cash received from option exercises was approximately $40.3 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $9.0 million in the nine months ended September 30, 2015. As of September 30, 2015, the remaining valuation of stock option awards to be expensed in future periods was $15.7 million and the related weighted-average period over which it is expected to be recognized is 1.4 years.

The fair value of restricted stock unit grants is the market price of the underlying shares on the grant date. A summary of restricted stock unit activity as of September 30, 2015, and changes during the nine month period then ended is presented below:

					Director Restricted
	Stock Awards Plans				Stock Unit Plan
			Weighted Average			Weighted Average
	Shares		Grant-Date Fair Value		Shares	Grant-Date Fair Value

Nonvested at January 1, 2015	61,750		$	64.09	--	$	--
Granted	11,448		65.87		18,857	63.10
Vested	(13,331	)	56.75		--	--

Nonvested at September 30, 2015	59,867		$	66.06	18,857	$	63.10

Compensation expense recorded attributable to restricted stock unit grants for the first nine months of 2015 and 2014 was approximately $2.3 million and $1.4 million, respectively. The fair value of units vested during the nine months ended September 30, 2015 and 2014 was $757 thousand and $614 thousand, respectively. The intrinsic value of units vested during the nine months ended September 30, 2015 and 2014 was $877 thousand and $761 thousand, respectively. As of September 30, 2015, there was $1.5 million of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted-average period of 1.3 years.

The Company has a long-term incentive program for certain employees. The program is based on the cumulative total shareholder return of our common stock during a three year performance period. Total expense related to this program is expected to be approximately $2.7 million over the performance period, of which $857 thousand and $480 thousand was recognized in the first nine months of 2015 and 2014, respectively.