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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2016
Stock-Based Compensation |
Stock-Based Compensation | Note 8—Stock-Based Compensation Stock Options In 2009, the Company adopted the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries (the “2009 Employee Option Plan”). The Company also continues to maintain the 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2000 Employee Option Plan”). No additional stock options can be granted under the 2000 Employee Option Plan. The 2009 Employee Option Plan authorizes the granting of additional stock options by a committee of the Company’s Board of Directors. The number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance under the 2009 Employee Option Plan, as amended, is 58,000,000 shares. As of September 30, 2016, there were 12,026,450 shares of Common Stock available for the granting of additional stock options under the 2009 Employee Option Plan. Options granted under the 2000 Employee Option Plan are fully vested and are generally exercisable over a period of ten years from the date of grant. Options granted under the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of ten years from the date of grant. In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “2004 Directors Option Plan”). The 2004 Directors Option Plan is administered by the Company’s Board of Directors. As of September 30, 2016 there were 140,000 shares of Common Stock available for the granting of additional stock options under the 2004 Directors Option Plan, although no additional stock options are expected to be granted under this plan. Options were last granted under the 2004 Directors Option Plan in May 2011. Options granted under the 2004 Directors Option Plan are fully vested and are generally exercisable over a period of ten years from the date of grant. Stock option activity for the three and nine months ended September 30, 2016 was as follows:
|  |  |  |  |  |  | Weighted |  |  |  |
|  |  |  |  |  | Average |  | Aggregate |
|  |  |  | Weighted |  | Remaining |  | Intrinsic |
|  |  |  | Average |  | Contractual |  | Value |
|  | Options |  | Exercise Price |  | Term (in years) |  | (in millions) |
Options outstanding at January 1, 2016 |  | 31,136,475 |  | $ | 37.62 |  | 6.92 |  | $ | 491.0 |
Options granted |  | 245,000 |  |  |  |  |  |  |  |  |
Options exercised |  | (650,840) |  |  |  |  |  |  |  |  |
Options forfeited |  | (48,680) |  |  |  |  |  |  |  |  |
Options outstanding at March 31, 2016 |  | 30,681,955 |  |  | 37.97 |  | 6.75 |  |  | 609.9 |
Options granted |  | 7,138,450 |  |  |  |  |  |  |  |  |
Options exercised |  | (1,951,432) |  |  |  |  |  |  |  |  |
Options forfeited |  | (389,400) |  |  |  |  |  |  |  |  |
Options outstanding at June 30, 2016 |  | 35,479,573 |  |  | 42.52 |  | 7.27 |  |  | 534.2 |
Options granted |  | 130,000 |  |  |  |  |  |  |  |  |
Options exercised |  | (2,077,253) |  |  |  |  |  |  |  |  |
Options forfeited |  | (190,540) |  |  |  |  |  |  |  |  |
Options outstanding at September 30, 2016 |  | 33,341,780 |  | $ | 43.56 |  | 7.19 |  | $ | 712.0 |
Vested and non-vested options expected to vest at September 30, 2016 |  | 31,422,851 |  | $ | 43.09 |  | 7.11 |  | $ | 685.9 |
Exercisable options at September 30, 2016 |  | 14,558,550 |  | $ | 32.39 |  | 5.52 |  | $ | 473.7 |
A summary of the status of the Company’s non-vested options as of September 30, 2016 and changes during the three and nine months then ended is as follows:
|  |  |  | Weighted |
|  |  |  | Average Fair |
|  |  |  | Value at Grant |
|  | Options |  | Date |
Non-vested options at January 1, 2016 |  | 17,323,040 |  | $ | 8.24 |
Options granted |  | 245,000 |  |  | 6.98 |
Options vested |  | (44,400) |  |  | 9.82 |
Options forfeited |  | (48,680) |  |  | 8.38 |
Non-vested options at March 31, 2016 |  | 17,474,960 |  |  | 8.22 |
Options granted |  | 7,138,450 |  |  | 7.40 |
Options vested |  | (5,313,500) |  |  | 7.91 |
Options forfeited |  | (389,400) |  |  | 8.33 |
Non-vested options at June 30, 2016 |  | 18,910,510 |  |  | 7.99 |
Options granted |  | 130,000 |  |  | 7.34 |
Options vested |  | (66,740) |  |  | 8.28 |
Options forfeited |  | (190,540) |  |  | 8.23 |
Non-vested options at September 30, 2016 |  | 18,783,230 |  | $ | 7.99 |
During the three and nine months ended September 30, 2016 and 2015, the following activity occurred under the Company’s option plans:
|  | Three months ended |  | Nine months ended |
|  | September 30, |  | September 30, |
|  | 2016 |  | 2015 |  | 2016 |  | 2015 |
Total intrinsic value of stock options exercised |  | $ | 72.7 |  | $ | 3.9 |  | $ | 155.3 |  | $ | 61.8 |
Total fair value of stock options vested |  |  | 0.6 |  |  | 0.4 |  |  | 43.0 |  |  | 39.8 |
As of September 30, 2016, the total compensation cost related to non-vested options not yet recognized was approximately $123.7 with a weighted average expected amortization period of 3.48 years. Restricted Shares In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Company’s Board of Directors. As of September 30, 2016, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 137,069. Restricted shares granted under the 2012 Directors Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment. Restricted share activity for the three and nine months ended September 30, 2016 was as follows:
|  |  |  |  |  |  | Weighted |
|  |  |  |  |  | Average Remaining |
|  | Restricted |  | Fair Value at |  | Amortization Term |
|  | Shares |  | Grant Date |  | (in years) |
Restricted shares outstanding at January 1, 2016 |  | 17,256 |  | $ | 57.97 |  | 0.39 |
Restricted shares granted |  | — |  |  | — |  |  |
Restricted shares outstanding at March 31, 2016 |  | 17,256 |  |  | 57.97 |  | 0.15 |
Shares vested and issued |  | (17,256) |  |  | 57.97 |  |  |
Restricted shares granted |  | 16,905 |  |  | 57.99 |  |  |
Restricted shares outstanding at June 30, 2016 |  | 16,905 |  |  | 57.99 |  | 0.90 |
Restricted shares granted |  | — |  |  | — |  |  |
Restricted shares outstanding at September 30, 2016 |  | 16,905 |  | $ | 57.99 |  | 0.65 |
As of September 30, 2016, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.6 with a weighted average expected amortization period of 0.65 years. The grant-date fair value of each option grant under the 2000 Employee Option Plan, the 2009 Employee Option Plan and the 2004 Directors Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each restricted share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical post-vesting termination experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. For the three months ended September 30, 2016 the Company’s income before income taxes and net income were reduced for stock-based compensation expense by $12.2 and $9.3, respectively, and these reductions were $35.5 and $27.0, respectively, for the nine months ended September 30, 2016. For the three months ended September 30, 2015 the Company’s income before income taxes and net income were reduced for stock-based compensation expense by $11.8 and $8.8, respectively, and those reductions were $32.1 and $23.9, respectively, for the nine months ended September 30, 2015. The expense incurred for stock-based compensation is included in Selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Income.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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