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Common Stock and Stock-Based Compensation
3 Months Ended
Apr. 01, 2017
Common Stock and Stock-Based Compensation
I. Common Stock and Stock-Based Compensation

Option Activity

Information related to stock options under the Employee Equity Incentive Plan and the Stock Option Plan for Non-Employee Directors is summarized as follows:

 

     Shares     Weighted-
Average
Exercise
Price
     Weighted-Average
Remaining
Contractual Term
in Years
     Aggregate
Intrinsic
Value
(in thousands)
 

Outstanding at December 31, 2016

     1,348,233     $ 141.98        

Granted

     5,185       169.85        

Forfeited

     (4,708     201.91        

Expired

     —         —          

Exercised

     (166,773     83.16        
  

 

 

   

 

 

    

 

 

    

 

 

 

Outstanding at April 1, 2017

     1,181,937     $ 173.43        6.93      $ 24,673  
  

 

 

   

 

 

    

 

 

    

 

 

 

Exercisable at April 1, 2017

     199,682     $ 91.22        4.04      $ 12,289  
  

 

 

   

 

 

    

 

 

    

 

 

 

Vested and expected to vest at April 1, 2017

     582,117     $ 113.59        5.06      $ 24,054  
  

 

 

   

 

 

    

 

 

    

 

 

 

Of the total options outstanding at April 1, 2017, 70,050 shares were performance-based options.

On January 1, 2017, the Company granted options to purchase an aggregate of 5,185 shares of the Company’s Class A Common Stock to senior management with a weighted average fair value of $81.95 per share, of which all shares relate to performance-based stock options.

On January 1, 2008, the Company granted the Chief Executive Officer a stock option to purchase 753,864 shares of its Class A Common Stock, which vests over a five-year period, commencing on January 1, 2014, at the rate of 20% per year. The exercise price is determined by multiplying $42.00 by the aggregate change in the DJ Wilshire 5000 Index from and after January 1, 2008 through the close of business on the trading date next preceding each date on which the option is exercised. The exercise price will not be less than $37.65 per share and the excess of the fair value of the Company’s Class A Common Stock over the exercise price cannot exceed $70.00 per share over the exercise price. At April 1, 2017 and March 26, 2016, the stock option remained unexercised as to 150,773 shares and 301,546 shares, respectively. If the stock option had been exercised on April 1, 2017, the exercise price would have been $74.65 per share. If the stock option had been exercised on March 26, 2016, the exercise price would have been $114.35 per share. The Company is accounting for this award as a market-based award which was valued utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes fair value based on the most likely outcome. Under the Monte Carlo Simulation pricing model, the Company calculated the weighted average fair value per share to be $8.41.

On January 1, 2016, the Company granted the Chief Executive Officer an option to purchase 574,507 shares of its Class A Common Stock, which vests over a five-year period, commencing on January 1, 2019, at the rate of 20% per year. The exercise price is determined by multiplying $201.91 by the aggregate percentage change in the DJ Wilshire 5000 Index from and after January 1, 2016 through the close of business on the trading date next preceding each date on which the option is exercised, plus an additional 1.5 percentage points per annum, prorated for partial years. The exercise price will not be less than $201.91 per share and the excess of the fair value of the Company’s Class A Common Stock cannot exceed $150 per share over the exercise price. At April 1, 2017 and March 26, 2016, the stock option remained unexercised as to 574,507 shares. If the stock option had been exercised on April 1, 2017, the exercise price would have been $227.60 per share. If the stock option had been exercised on March 26, 2016, the exercise price would have been $201.91 per share. The Company is accounting for this award as a market-based award which was valued utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes fair value based on the most likely outcome. Under the Monte Carlo Simulation pricing model, the Company calculated the weighted average fair value per share to be $39.16. As a result of the Chief Executive Officer’s planned retirement in 2018, the Company estimated a 100% forfeiture rate related to this grant.

 

Non-Vested Shares Activity

The following table summarizes vesting activities of shares issued under the investment share program and restricted stock awards:

 

     Number of
Shares
     Weighted
Average Fair
Value
 

Non-vested at December 31, 2016

     64,968      $ 166.29  

Granted

     24,671        131.64  

Vested

     (20,061      146.83  

Forfeited

     (380      101.26  
  

 

 

    

Non-vested at April 1, 2017

     69,198      $ 159.94  
  

 

 

    

On January 1, 2017, the Company granted 12,358 shares of restricted stock awards to certain senior managers and key employees, of which all shares vest ratably over service periods of five years. On January 1, 2017, employees elected to purchase 10,146 shares under the investment share program. The weighted average fair value of the restricted stock awards and investment shares, which are sold to employees at discount under its investment share program, was $169.85 and $78.74 per share, respectively.

On March 3, 2017 the Company granted 2,167 shares of restricted stock awards to a newly hired member of senior management, of which all shares vest ratably over a service period of five years. The weighted average fair value of the restricted stock award was $161.45.

Stock-Based Compensation

Stock-based compensation expense related to share-based awards recognized in the thirteen weeks ended April 1, 2017 and March 26, 2016 was $1.6 million and $2.7 million, respectively, and was calculated based on awards expected to vest.