NOTE 10 – SHARE-BASED COMPENSATION AND BENEFIT PLANS

The Company recognizes share-based compensation expense based on the fair value of the grants, awards or shares at the time of the grant, award or issuance. Share-based compensation includes stock option awards issued under the Company’s employee incentive plans and director stock plan, restricted stock awarded under the Company’s employee incentive plans and director stock plan and stock issued through the Company’s employee stock purchase plan.

The table below identifies the shares that have been authorized for issuance and the shares available for future issuance under the Company plans, as of December 31, 2018 (in thousands):



	December 31, 2018
Plans	Total Shares Authorized for Issuance under the Plans	Shares Available for Future Issuance under the Plans
Employee Incentive Plans	34,000	5,573
Director Stock Plan	1,000	263
Performance Incentive Plan	650	368
Employee Stock Purchase Plans	4,250	594
Profit Sharing and Savings Plan	4,200	349

Stock options:

The Company’s employee incentive plans provide for the granting of stock options for the purchase of common stock of the Company to certain key employees of the Company. Employee stock options are granted at an exercise price that is equal to the closing market price of the Company’s common stock on the date of the grant. Employee stock options granted under the plans expire after ten years and typically vest 25% per year, over four years. The Company records compensation expense for the grant date fair value of the option awards evenly over the vesting period or minimum required service period.

The table below identifies the employee stock option activity under these plans during the year ended December 31, 2018:



	Shares (in thousands)		Weighted-Average Exercise Price		Average Remaining Contractual Terms	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2017	2,364		$	137.08
Granted	293		264.34
Exercised	(763	)	80.52
Forfeited or expired	(34	)	231.53
Outstanding at December 31, 2018	1,860		$	178.57	5.9 Years	$	308,297
Vested or expected to vest at December 31, 2018	1,819		$	176.78	5.8 Years	$	304,818
Exercisable at December 31, 2018	1,174		$	133.24	4.4 Years	$	247,816

The Company’s director stock plan provides for the granting of stock options for the purchase of common stock of the Company to directors of the Company. Director stock options are granted at an exercise price that is equal to the closing market price of the Company’s common stock on the date of the grant. Director stock options granted under the plans expire after seven years and vest fully after six months. The Company records compensation expense for the grant date fair value of the option awards evenly over the vesting period or minimum required service period. As of December 31, 2018 and 2017, there were no director stock options outstanding under this plan.

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes model requires the use of assumptions, including the risk free rate, expected life, expected volatility and expected dividend yield.


•	Risk-free interest rate – The United States Treasury rates in effect at the time the options are granted for the options’ expected life.


•


•	Expected life – Represents the period of time that options granted are expected to be outstanding. The Company uses historical experience to estimate the expected life of options granted.


•	Expected volatility – Measure of the amount, by which the Company’s stock price is expected to fluctuate, based on a historical trend.


•	Expected dividend yield – The Company has not paid, nor does it have plans in the foreseeable future to pay, any dividends.

The table below identifies the weighted-average assumptions used for stock options awarded by the Company during the years ended December 31, 2018, 2017 and 2016:



	December 31,
	2018		2017		2016
Risk free interest rate	2.63	%	1.98	%	1.44	%
Expected life	5.9 Years		5.4 Years		5.5 Years
Expected volatility	24.0	%	22.4	%	22.3	%
Expected dividend yield	—	%	—	%	—	%

Upon adoption of ASU 2016-09, during the three months ended March 31, 2017, the Company elected to change its accounting policy to account for forfeitures as they occur; this change resulted in the calculation for forfeitures for the year ended December 31, 2016, not being altered or restated. Prior to the year ended December 31, 2017, the Company’s forfeiture rate was the estimated percentage of options awarded that were expected to be forfeited or canceled prior to becoming fully vested, and the estimate was evaluated periodically and was based upon historical experience at the time of evaluation and reduced expense ratably over the vesting period or the minimum required service period.

The following table summarizes activity related to stock options awarded by the Company for the years ended December 31, 2018, 2017 and 2016:



	For the Year Ended December 31,
	2018		2017		2016
Compensation expense for stock options awarded (in thousands)	$	16,521	$	15,561	$	15,404
Income tax benefit from compensation expense related to stock options (in thousands)	4,093		5,934		5,753
Total intrinsic value of stock options exercised (in thousands)	156,327		135,533		157,115
Cash received from exercise of stock options (in thousands)	61,403		33,229		47,394
Weighted-average grant-date fair value of options awarded	$	76.57	$	62.79	$	63.42
Weighted-average remaining contractual life of exercisable options	4.4 Years		3.8 Years		3.9 Years

At December 31, 2018, the remaining unrecognized compensation expense related to unvested stock option awards was $31.3 million, and the weighted-average period of time, over which this cost will be recognized, is 2.6 years.

Restricted stock:

The Company’s performance incentive plans provide for the award of shares of restricted stock to its corporate and senior management that vest evenly over a three-year period and are held in escrow until such vesting has occurred. Generally, unvested shares are forfeited when an employee ceases employment. The fair value of shares awarded under these plans is based on the closing market price of the Company’s common stock on the date of award and compensation expense is recorded over the vesting period or minimum required service period.

The table below identifies employee restricted stock activity under these plans during the year ended December 31, 2018 (in thousands, except per share data):



	Shares		Weighted-Average Grant-Date Fair Value
Non-vested at December 31, 2017	3		$	244.06
Granted during the period	2		262.38
Vested during the period ⁽¹⁾	(1	)	232.30
Forfeited during the period	—		—
Non-vested at December 31, 2018	4		$	260.42


⁽¹⁾	Includes less than one thousand shares withheld to cover employees’ taxes upon vesting.

The Company’s director stock plan provides for the award of shares of restricted stock to the directors of the Company that vest evenly over a three-year period and are held in escrow until such vesting has occurred. Unvested shares are forfeited when a director ceases their service on the Company’s Board of Directors for reasons other than death or retirement. The fair value of shares awarded under this plan is based on the closing market price of the Company’s common stock on the date of award, and compensation expense is recorded evenly over the minimum required service period.

The table below identifies director restricted stock activity under this plan during the year ended December 31, 2018 (in thousands, except per share data):



	Shares		Weighted-Average Grant-Date Fair Value
Non-vested at December 31, 2017	5		$	250.85
Granted during the period	3		265.41
Vested during the period	(3	)	248.53
Forfeited during the period	—		—
Non-vested at December 31, 2018	5		$	261.07

The following table summarizes activity related to restricted stock awarded by the Company for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share data):



	For the Year Ended December 31,
	2018		2017		2016
Compensation expense for restricted shares awarded	$	1,370	$	1,628	$	1,293
Income tax benefit from compensation expense related to restricted shares	$	340	$	621	$	483
Total fair value of restricted shares at vest date	$	1,230	$	1,202	$	2,384
Shares awarded under the plans	5		4		4
Weighted-average grant-date fair value of shares awarded under the plans	$	263.89	$	253.78	$	264.24

At December 31, 2018, the remaining unrecognized compensation expense related to unvested restricted share awards was $0.3 million, and the weighted-average period of time, over which this cost will be recognized, is 0.1 years.

Employee stock purchase plan:

The Company’s employee stock purchase plan (the “ESPP”) permits eligible employees to purchase shares of the Company’s common stock at 85% of the fair market value. Employees may authorize the Company to withhold up to 5% of their annual salary to participate in the plan. The fair value of shares issued under the ESPP is based on the average of the high and low market prices of the Company’s common stock during the offering periods. Compensation expense is recognized based on the discount between the grant-date fair value and the employee purchase price for the shares sold to employees.

The table below summarizes activity related to the Company’s ESPP for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share data):



	For the Year Ended December 31,
	2018		2017		2016
Compensation expense for shares issued under the ESPP	$	2,285	$	2,212	$	2,162
Income tax benefit from compensation expense for shares issued under the ESPP	$	566	$	844	$	807
Shares issued under the ESPP	53		64		54
Weighted-average price of shares issued under the ESPP	$	245.26	$	196.72	$	227.12

Profit sharing and savings plan:

The Company sponsors a contributory profit sharing and savings plan (the “401(k) Plan”) that covers substantially all employees who are at least 21 years of age and have completed one year of service. The Company makes matching contributions equal to 100% of the first 2% of each employee’s wages that are contributed and 25% of the next 4% of each employee’s wages that are contributed. An employee generally must be employed on December 31 to receive that year’s Company matching contribution, with the matching contribution funded annually at the beginning of the subsequent year following the year in which the matching contribution was earned. The Company may also make additional discretionary profit sharing contributions to the plan on an annual basis as determined by the Board of Directors. The Company did not make any discretionary contributions to the 401(k) Plan during the years ended December 31, 2018, 2017 or 2016. The Company expensed matching contributions under the 401(k) Plan in the amounts of $24.8 million, $22.6 million and $20.6 million for the years ended December 31, 2018, 2017 and 2016, respectively, which were primarily included in “Selling, general and administrative expenses” on the accompanying Consolidated Statements of Income.

Nonqualified deferred compensation plan:

The Company sponsors a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for highly compensated employees whose contributions to the 401(k) Plan are limited due to the application of the annual limitations under the Internal Revenue Code. The Deferred Compensation Plan provides these employees with the opportunity to defer the full 6% of matched compensation, including salary and incentive based compensation, that was precluded under the Company’s 401(k) Plan, which is then matched by the Company using the same formula as the 401(k) Plan. An employee generally must be employed on December 31 to receive that year’s Company matching contribution, with the matching contribution funded annually at the beginning of the subsequent year following the year in which the matching contribution was earned. In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors. The Company has an unsecured obligation to pay, in the future, the value of the deferred compensation and Company match, adjusted to reflect the performance, whether positive or negative, of selected investment measurement options chosen by each participant during the deferral period. The liability for compensation deferred under the Deferred Compensation Plan was $25.5 million and $25.7 million as of December 31, 2018 and 2017, respectively, which were included in “Other liabilities” on the Consolidated Balance Sheets. The Company expensed matching contributions under the Deferred Compensation Plan in the amount of $0.1 million for each of the years ended December 31, 2018, 2017 and 2016, which were primarily included in “Selling, general and administrative expenses” on the accompanying Consolidated Statements of Income.