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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2019

NOTE 14 – STOCK-BASED COMPENSATION

Historically we have issued stock options and restricted stock units (“RSUs”), which consisted of time-based and performance-based awards, to employees under stock awards plans approved by stockholders. Beginning in 2019, we no longer issue stock options to employees. In addition, RSUs are issued to non-employee directors under a Restricted Stock Unit Award Agreement for Directors pursuant to the Company’s 2018 Equity Incentive Plan. Previously, non-employee directors were issued stock options under a Director Stock Option Plan. Stock options were awarded with the exercise price equal to the market price on the date of grant and generally vest over three years and expire 10 years after grant.

RSUs granted to employees vest according to a specified performance period and/or vesting period. Time-based RSUs generally vest over three years. Performance-based RSUs vest at the end of the specified performance period, generally three years, assuming required performance or market vesting conditions are met. Performance-based RSUs have one of two vesting conditions: (1) based on our internal financial performance metrics and (2) based on our total shareholder return (“TSR”) relative to total shareholder returns of an industrial peer group. At the time of vesting, the vested shares of common stock are issued in the employee’s name. In addition, RSU awards are generally net settled (shares are withheld to cover the employee tax obligation). RSUs granted to directors are only time-based and generally vest over one year.

Compensation expense attributable to employee stock options for the first nine months of 2019 was approximately $4.4 million ($3.6 million after tax). Approximately $3.7 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 attributable to stock options for the first nine months of 2018 was approximately $8.9 million ($6.9 million after tax). Approximately $7.1 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales. The reduction in stock option expense is due to our move to RSUs as discussed above.

For stock option grants, we used historical data to estimate expected life and volatility. The weighted-average fair value of stock options granted under the stock awards plans was $14.82 per share during the first nine months of 2018. This value was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:


Stock Awards Plans:
Nine Months Ended September 30,	2018
Dividend Yield	1.5	%
Expected Stock Price Volatility	14.2	%
Risk-free Interest Rate	2.8	%
Expected Life of Option (years)	6.6

A summary of option activity under our stock plans during the nine months ended September 30, 2019 is presented below:

Stock Awards Plans

Director Stock Option Plans

Weighted Average

Options

Exercise Price

Options

Exercise Price

Outstanding, January 1, 2019

6,761,055

65.76

155,200

58.13

Granted

—

Exercised

(1,382,639)

57.24

(14,200)

62.33

Forfeited or expired

(131,067)

71.67

—

Outstanding at September 30, 2019

5,247,349

67.96

141,000

57.71

Exercisable at September 30, 2019

4,464,502

65.61

141,000

57.71

Weighted-Average Remaining Contractual Term (Years):

Outstanding at September 30, 2019

5.6

3.3

Exercisable at September 30, 2019

5.1

3.3

Aggregate Intrinsic Value:

Outstanding at September 30, 2019

263,304

8,508

Exercisable at September 30, 2019

234,118

8,508

Intrinsic Value of Options Exercised During the Nine Months Ended:

September 30, 2019

76,797

722

September 30, 2018

62,895

2,187

The grant date fair value of options vested during the nine months ended September 30, 2019 and 2018 was $12.2 million and $16.5 million, respectively. Cash received from option exercises was approximately $81.8 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $17.2 million in the nine months ended September 30, 2019. As of September 30, 2019, the remaining valuation of stock option awards to be expensed in future periods was $3.8 million and the related weighted-average period over which it is expected to be recognized is 1.0 year.

The fair value of both time-based RSUs and performance-based RSUs pertaining to internal performance metrics is determined using the closing price of our common stock on the grant date. The fair value of performance-based RSUs pertaining to TSR is estimated using a Monte Carlo simulation. Inputs and assumptions used to calculate the fair value are shown in the table below. The fair value of these RSUs is expensed over the vesting period using the straight-line method or using the graded vesting method when an employee becomes eligible to retain the award at retirement.


Nine Months Ended September 30,		2019			2018
Fair value per stock award	$	134.97		$	128.70
Grant date stock price	$	104.51		$	89.42
Assumptions:
Aptar's stock price expected volatility		16.50	%		12.30	%
Expected average volatility of peer companies		31.90	%		27.50	%
Correlation assumption		37.40	%		20.20	%
Risk-free interest rate		2.19	%		2.42	%
Dividend yield assumption		1.30	%		1.43	%

A summary of RSU activity as of September 30, 2019 and changes during the nine month period then ended is presented below:


	Time-Based RSUs			Performance-Based RSUs
		Weighted Average			Weighted Average
	Units	Grant-Date Fair Value		Units	Grant-Date Fair Value
Nonvested at January 1, 2019	261,487	$	91.78	69,990	$	111.55
Granted	173,333		92.63	123,246		119.35
Vested	(46,912)		87.38	—		—
Forfeited	(22,613)		98.82	(9,237)		117.45
Nonvested at September 30, 2019	365,295	$	92.32	183,999	$	117.34

Included in the September 30, 2019 time-based RSUs are 11,490 units granted to non-employee directors and 14,257 units vested related to non-employee directors.

Compensation expense recorded attributable to RSUs for the first nine months of 2019 and 2018 was approximately $13.7 million and $5.9 million, respectively. The actual tax benefit realized for the tax deduction from RSUs was approximately $719 thousand in the nine months ended September 30, 2019. The fair value of units vested during the nine months ended September 30, 2019 and 2018 was $4.1 million and $2.6 million, respectively. The intrinsic value of units vested during the nine months ended September 30, 2019 and 2018 was $4.9 million and $3.1 million, respectively. As of September 30, 2019, there was $32.3 million of total unrecognized compensation cost relating to RSU awards which is expected to be recognized over a weighted-average period of 2.3 years.

During 2017, we provided a long-term incentive program for certain employees. Each award is based on the cumulative TSR of our common stock during a three-year performance period compared to a peer group. The total expected expense related to this program for awards outstanding as of September 30, 2019 is approximately $3.0 million, of which $789 thousand and $1.0 million was recognized in the first nine months of 2019 and 2018, respectively.