STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

The Company has two shareholder-approved plans, the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and the 2000 Directors Stock Plan, under which the Company’s officers, senior management, other key employees, consultants and directors may be granted options to purchase the Company’s common stock or other forms of equity-based awards.

2002 Long-Term Incentive and Stock Award Plan, as amended

In November 2002, our stockholders approved the 2002 Long-Term Incentive and Stock Award Plan. An aggregate of 3,200 shares of common stock were originally reserved for issuance under this plan. At various Annual Meetings of Stockholders, including the 2014 Annual Meeting, the plan was amended to increase the number of shares issuable to 31,500 shares. The plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted share units, performance shares, performance share units and other equity awards to employees, directors and consultants. Awards denominated in shares of common stock other than options and stock appreciation rights will be counted against the available share limit as two and seven hundredths shares for every one share covered by such award. All of the options granted to date under the plan have been incentive or non-qualified stock options providing for the exercise price equal to the fair market price at the date of grant. Stock option awards granted under the plan expire seven years after the date of grant. Options and other stock-based awards vest in accordance with provisions set forth in the applicable award agreements. No awards shall be granted under this plan after November 20, 2024. As of June 30, 2018, no options are outstanding under the plan.

There were no options granted under this plan in fiscal years 2018, 2017 or 2016.

There were 685, 195 and 498 shares of restricted stock and restricted share units granted under this plan during fiscal years 2018, 2017 and 2016, respectively. Included in these grants during fiscal years 2018, 2017 and 2016 were 307, 0 and 366, respectively, of restricted stock and restricted share units granted under the Company’s long-term incentive programs, of which 307, 0 and 284, respectively, are subject to the achievement of minimum performance goals established under those programs (see “Long-Term Incentive Plan,” in this Note 14) or market conditions.

At June 30, 2018, 1,057 unvested restricted stock and restricted share units were outstanding under this plan, and there were 10,495 shares available for grant under this plan. At June 30, 2018, there were no options outstanding under this plan.

2000 Directors Stock Plan, as amended

In May 2000, our stockholders approved the 2000 Directors Stock Plan. The plan originally provided for the granting of stock options to non-employee directors to purchase up to an aggregate of 1,500 shares of our common stock. In December 2003, the plan was amended to increase the number of shares issuable to 1,900 shares. In March 2009, the plan was amended to permit the granting of restricted stock, restricted share units and dividend equivalents and was renamed. All of the options granted to date under this plan have been non-qualified stock options providing for the exercise price equal to the fair market price at the date of grant. Stock option awards granted under the plan expire seven years after the date of grant. No awards shall be granted under this plan after December 1, 2015.

There were no options granted under this plan in fiscal years 2018, 2017 or 2016.

There were no shares of restricted stock granted under this plan during fiscal years 2018 and 2017. At June 30, 2018, no unvested restricted shares were outstanding, and there will be no further restricted shares or options granted under this plan.

Other Plans

At June 30, 2018, there were 122 options outstanding that were granted under the prior Celestial Seasonings plan.

Although no further awards can be granted under the 2000 Directors Stock Plan, as amended, or the prior Celestial Seasonings plan, the options and restricted stock outstanding continue in accordance with the terms of the respective plans and grants.

There were 11,678 shares of common stock reserved for future issuance in connection with stock-based awards as of June 30, 2018.

Compensation cost and related income tax benefits recognized in the Consolidated Statements of Income for stock-based compensation plans were as follows:



	Fiscal Year Ended June 30,
	2018		2017		2016
Compensation cost (included in selling, general and administrative expense)	$	11,177	$	9,658	$	12,688
Related income tax benefit	$	2,165	$	3,622	$	4,758

Stock-based compensation expense for the fiscal year ended June 30, 2018 included a net reduction of $2,222 in connection with the modification of Irwin D. Simon’s total share return (“TSR”) performance based awards granted on September 26, 2017. Refer to Note 3, Chief Executive Officer Succession Plan, for further discussion.

Stock Options

A summary of the stock option activity for the three fiscal years ended June 30 is as follows:



	2018	Weighted Average Exercise Price		2017		Weighted Average Exercise Price		2016		Weighted Average Exercise Price
Outstanding at beginning of year	122	$	2.26	342		$	6.66	1,249		$	6.12
Exercised	—	$	—	(220	)	$	9.10	(907	)	$	5.91
Outstanding at end of year	122	$	2.26	122		$	2.26	342		$	6.66

Options exercisable at end of year	122	$	2.26	122		$	2.26	342		$	6.66



	Fiscal Year Ended June 30,
	2018		2017		2016
Intrinsic value of options exercised	$	—	$	6,507	$	27,147
Cash received from stock option exercises	$	—	$	—	$	—
Tax benefit recognized from stock option exercises	$	—	$	2,538	$	10,587

For options outstanding and exercisable at June 30, 2018, the aggregate intrinsic value (the difference between the closing stock price on the last day of trading in the year and the exercise price) was $3,358, and the weighted average remaining contractual life was 13.0 years. At June 30, 2018, there was no unrecognized compensation expense related to stock option awards.

Restricted Stock

Awards of restricted stock may be either grants of restricted stock or restricted share units that are issued at no cost to the recipient. For restricted stock grants, at the date of grant the recipient has all rights of a stockholder, subject to certain restrictions on transferability and a risk of forfeiture. For restricted share units, legal ownership of the shares is not transferred to the employee until the unit vests. Restricted stock and restricted share unit grants vest in accordance with provisions set forth in the applicable award agreements, which may include performance criteria for certain grants. The compensation cost of these awards is determined using the fair market value of the Company’s common stock on the date of the grant. Compensation expense for restricted stock awards with a service condition is recognized on a straight-line basis over the vesting term. Compensation expense for restricted stock awards with a performance condition is recorded when the achievement of the performance criteria is probable and is recognized over the performance and vesting service periods.

A summary of the restricted stock and restricted share units activity for the three fiscal years ended June 30 is as follows:



	2018		Weighted Average Grant Date Fair Value (per share)	2017		Weighted Average Grant Date Fair Value (per share)	2016		Weighted Average Grant Date Fair Value (per share)
Non-vested restricted stock and restricted share units - beginning of year	992		$27.59	1,121		$28.24	1,145		$32.30
Granted	685		$26.13	195		$33.68	416		$24.54
Vested	(433	)	$36.68	(290	)	$33.89	(408	)	$35.13
Forfeited	(187	)	$31.15	(34	)	$29.88	(32	)	$45.83
Non-vested restricted stock and restricted share units - end of year	1,057		$22.29	992		$27.59	1,121		$28.24

The table above included the impact of the effective forfeiture of 164 TSR shares granted to our CEO on September 26, 2017 (the Company’s first fiscal quarter) at a fair value of $31.60 and a re-grant of 164 TSR shares at a fair value of $3.19 per share in the Company’s fourth fiscal quarter. The lower fair value per share is attributable to the lower likelihood of attainment. Refer to Note 3, Chief Executive Officer Succession Plan, for further discussion.



	Fiscal Year Ended June 30,
	2018		2017		2016
Fair value of restricted stock and restricted share units granted	$	17,898	$	6,567	$	10,203
Fair value of shares vested	$	15,736	$	9,866	$	18,917
Tax benefit recognized from restricted shares vesting	$	5,235	$	3,768	$	7,139

On July 3, 2012, the Company entered into a Restricted Stock Agreement with Irwin D. Simon, the Company’s Chairman, President and Chief Executive Officer. The Restricted Stock Agreement provides for a grant of 800 shares of restricted stock (the “Shares”), the vesting of which is both market and time-based. The market condition is satisfied in increments of 200 Shares upon the Company’s common stock achieving four share price targets. On the last day of any forty-five consecutive trading day period during which the average closing price of the Company’s common stock on the Nasdaq Global Select Market equals or exceeds the following prices: $31.25, $36.25, $41.25 and $50.00, respectively, the market condition for each increment of 200 Shares will be satisfied. The market conditions were required to be satisfied prior to June 30, 2017. Once each market condition has been satisfied, a tranche of 200 Shares will vest in equal amounts annually over a five-year period. Except in the case of a change of control, termination without cause, death or disability (each as defined in Mr. Simon’s Employment Agreement), the unvested Shares are subject to forfeiture unless Mr. Simon remains employed through the applicable market conditions and time vesting periods. The grant date fair value for each tranche was separately estimated based on a Monte Carlo simulation that calculated the likelihood of goal attainment and the time frame most likely for goal attainment. The total grant date fair value of the Shares was estimated to be $16,151, which was expected to be recognized over a weighted-average period of approximately 4.0 years. On September 28, 2012, August 27, 2013, December 13, 2013 and October 22, 2014, the four respective market conditions were satisfied. As such, the four tranches of 200 Shares each are expected to vest in equal amounts over the five-year period commencing on the first anniversary of the date the market condition for the respective tranche was satisfied. Under the terms of the Succession Agreement with Mr. Simon executed on June 24, 2018, the fourth tranche will vest on the Succession Date as defined. Refer to Note 3, Chief Executive Officer Succession Plan, for further discussion.

At June 30, 2018, $12,833 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards, inclusive of the Shares, was expected to be recognized over a weighted-average period of approximately 1.8 years.

Long-Term Incentive Plan

The Company maintains a long-term incentive program (the “LTI Plan”). The LTI Plan currently consists of two performance-based long-term incentive plans (the “2016-2018 LTIP” and “2017-2019 LTIP”) that provide for a combination of equity grants and performance awards that can be earned over a three-year performance period. Participants in the LTI Plans include the Company’s executive officers, including the CEO, and certain other key executives.

The Compensation Committee administers the LTI Plans and is responsible for, among other items, establishing the target values of awards to participants and selecting the specific performance factors for such awards. The Compensation Committee determines the specific payout to the participants. Such awards may be paid in cash and/or unrestricted shares of the Company’s common stock at the discretion of the Compensation Committee, provided that any such stock-based awards shall be issued pursuant to and be subject to the terms and conditions of the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan, as in effect and as amended from time to time.

Upon adoption of the 2016-2018 LTIP and 2017-2019 LTIP, the Compensation Committee granted performance units to each participant, the achievement of which is dependent upon a defined calculation of relative total shareholder return over the period from July 1, 2015 to June 30, 2018 and from July 1, 2017 to June 30, 2019 (the “TSR Grant”), respectively. The grant date fair value for these awards was separately estimated based on a Monte Carlo simulation that calculated the likelihood of goal attainment. Each performance unit translates into one unit of common stock. The TSR grant represents half of each participant’s target award. The other half of the 2016-2018 LTIP and 2017-2019 LTIP is based on the Company’s achievement of specified net sales growth targets over the respective three-year period. If the targets are achieved, the award in connection with the 2016-2018 LTIP may be paid in cash and/or unrestricted shares of the Company’s common stock at the discretion of the Compensation Committee, while the award in connection with the 2017-2019 LTIP may be paid only in unrestricted shares of the Company’s common stock.

The Company maintained a two-year performance-based long term incentive plan, the 2015-2016 LTIP, whereby the Compensation Committee granted each participant an initial award in the form of equity-based instruments (restricted stock or restricted share units), for a portion of the individual target awards (the “Initial Equity Grants”). These Initial Equity Grants were subject to the achievement of minimum performance goals and vested on a pro rata basis over the three-year period. The 2015-2016 LTIP awards contained an additional year of time-based vesting. The Initial Equity Grants were expensed over the vesting period of three years on a straight-line basis through November 2017.

In October 2015, although the target values previously set under the LTI Plan covering 2014 and 2015 fiscal years (the “2014-2015 LTIP”) were fully achieved, the Compensation Committee exercised its discretion to reduce the awards due to the challenges faced by the Company in connection with the nut butter voluntary recall during fiscal year 2015. After deducting the value of the Initial Equity Grants, the reduced awards to participants related to the 2014-2015 LTIP totaled $4,400 (which were settled by the issuance of 82 unrestricted shares of the Company’s common stock in October 2015).

The Company has recorded expense (in addition to the stock-based compensation expense associated with the Initial Equity Grants and the TSR Grant) of $1,313 and $4,044, for the fiscal years ended June 30, 2018 and 2017, respectively, related to the LTI plans. In the fiscal year ended June 30, 2016, the Company recorded a reversal of expense of $2,037 related to the LTI plans.