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Stock-Based Compensation | 6 Months Ended
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Jun. 30, 2017
Stock-Based Compensation |
Stock-Based Compensation | Note 8—Stock-Based Compensation For the three months ended June 30, 2017 and 2016, the Company’s income before income taxes was reduced for stock-based compensation expense of $12.3 and $11.7, respectively, and for the six months ended June 30, 2017 and 2016, the Company’s income before income taxes was reduced for stock-based compensation expense of $24.4 and $23.2, respectively. In addition, for the three months ended June 30, 2017 and 2016, the Company recognized income tax benefits associated with stock-based compensation of $24.1 and $2.8, respectively, and for the six months ended June 30, 2017 and 2016, the Company recognized income tax benefits associated with stock-based compensation of $35.1 and $5.5, respectively. The income tax benefits during the three and six months ended June 30, 2017 above include the tax benefit from option exercises during such periods in accordance with the adoption of ASU 2016‑09 (Note 2). Under previous accounting guidance, a portion of this benefit would have been recorded directly to equity. The income tax benefit associated with stock options is included in the provision for income taxes in the accompanying Condensed Consolidated Statements of Income. 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. The expense incurred for stock-based compensation is included in Selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Income. Stock Options In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”). The Company also continues to maintain the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, as amended (the “2009 Employee Option Plan”) and the 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, as amended (the “2000 Employee Option Plan”), although no additional stock options will be granted under the 2009 Employee Option Plan or the 2000 Employee Option Plan. A committee of the Company’s Board of Directors has been authorized to grant stock options pursuant to the 2017 Employee Option Plan. The number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance under the 2017 Employee Option Plan is 30,000,000 shares. As of June 30, 2017, there were 23,113,400 shares of Common Stock available for the granting of additional stock options under the 2017 Employee Option Plan. Options granted under the 2017 Employee Option Plan and 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. 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. 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 June 30, 2017, 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 six months ended June 30, 2017 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, 2017 |  | 32,266,391 |  | $ | 44.14 |  | 7.03 |  | $ | 744.1 |
Options granted |  | — |  |  |  |  |  |  |  |  |
Options exercised |  | (834,925) |  |  |  |  |  |  |  |  |
Options forfeited |  | (45,660) |  |  |  |  |  |  |  |  |
Options outstanding at March 31, 2017 |  | 31,385,806 |  |  | 44.54 |  | 6.85 |  |  | 835.7 |
Options granted |  | 6,886,600 |  |  |  |  |  |  |  |  |
Options exercised |  | (1,759,976) |  |  |  |  |  |  |  |  |
Options forfeited |  | (70,160) |  |  |  |  |  |  |  |  |
Options outstanding at June 30, 2017 |  | 36,442,270 |  | $ | 50.65 |  | 7.33 |  | $ | 844.3 |
Vested and non-vested options expected to vest at June 30, 2017 |  | 34,211,920 |  | $ | 49.93 |  | 7.24 |  | $ | 817.4 |
Exercisable options at June 30, 2017 |  | 16,697,570 |  | $ | 38.47 |  | 5.75 |  | $ | 590.3 |
A summary of the status of the Company’s non-vested options as of June 30, 2017 and changes during the three and six months then ended is as follows:
|  |  |  | Weighted |
|  |  |  | Average Fair |
|  |  |  | Value at Grant |
|  | Options |  | Date |
Non-vested options at January 1, 2017 |  | 18,725,570 |  | $ | 7.99 |
Options granted |  | — |  |  | — |
Options vested |  | (82,740) |  |  | 8.17 |
Options forfeited |  | (45,660) |  |  | 7.84 |
Non-vested options at March 31, 2017 |  | 18,597,170 |  |  | 7.98 |
Options granted |  | 6,886,600 |  |  | 8.77 |
Options vested |  | (5,668,910) |  |  | 7.91 |
Options forfeited |  | (70,160) |  |  | 8.20 |
Non-vested options at June 30, 2017 |  | 19,744,700 |  | $ | 8.28 |
During the three and six months ended June 30, 2017 and 2016, the following activity occurred under the Company’s option plans:
|  | Three Months Ended |  | Six Months Ended |
|  | June 30, |  | June 30, |
|  | 2017 |  | 2016 |  | 2017 |  | 2016 |
Total intrinsic value of stock options exercised |  | $ | 79.6 |  | $ | 62.0 |  | $ | 114.1 |  | $ | 82.6 |
Total fair value of stock options vested |  |  | 44.8 |  |  | 42.1 |  |  | 45.5 |  |  | 42.5 |
As of June 30, 2017, the total compensation cost related to non-vested options not yet recognized was approximately $143.6 with a weighted average expected amortization period of 3.66 years. The grant-date fair value of each option grant under the 2000 Employee Option Plan, the 2009 Employee Option Plan, the 2017 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 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 issuances 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. 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 June 30, 2017, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 125,543. 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 six months ended June 30, 2017 was as follows:
|  |  |  |  |  |  | Weighted |
|  |  |  |  |  | Average Remaining |
|  | Restricted |  | Fair Value at |  | Amortization Term |
|  | Shares |  | Grant Date |  | (in years) |
Restricted shares outstanding at January 1, 2017 |  | 16,905 |  | $ | 57.99 |  | 0.38 |
Restricted shares granted |  | — |  |  | — |  |  |
Restricted shares outstanding at March 31, 2017 |  | 16,905 |  |  | 57.99 |  | 0.13 |
Shares vested and issued |  | (16,905) |  |  | 57.99 |  |  |
Restricted shares granted |  | 11,526 |  |  | 72.90 |  |  |
Restricted shares outstanding at June 30, 2017 |  | 11,526 |  | $ | 72.90 |  | 0.89 |
As of June 30, 2017, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.7 with a weighted average expected amortization period of 0.89 years.

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