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Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2016
Stock-Based Compensation Plans  
Stock-Based Compensation Plans

Note 10. Stock‑Based Compensation Plans

 

We grant stock‑based compensation to our employees and directors. At December 31, 2016, an aggregate of 2,000,955 shares were authorized for future grant under our various stock‑based compensation plans, including stock options, restricted stock units, and restricted stock awards. Awards that expire or are canceled without delivery of shares generally become available for issuance under the plans. Upon exercises of stock options, vesting of restricted stock units and vesting of restricted shares under all of our stock plans, we issue new shares of Reliance common stock.

 

Stock Options

 

Stock option activity under all the plans is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Remaining

 

Aggregate

 

 

Option

 

Weighted Average

 

Contractual Term

 

Intrinsic Value

Stock Options

    

Shares

    

Exercise Price

    

(in years)

    

(in millions)

Outstanding at January 1, 2014

 

1,937,241

 

$

49.35

 

 

 

 

 

Exercised

 

(593,204)

 

 

48.58

 

 

 

 

 

Expired or forfeited

 

(16,625)

 

 

52.13

 

 

 

 

 

Outstanding at December 31, 2014

 

1,327,412

 

 

49.66

 

 

 

 

 

Exercised

 

(390,606)

 

 

48.19

 

 

 

 

 

Expired or forfeited

 

(2,481)

 

 

51.96

 

 

 

 

 

Outstanding at December 31, 2015

 

934,325

 

 

50.26

 

 

 

 

 

Exercised

 

(753,645)

 

 

49.70

 

 

 

 

 

Outstanding at December 31, 2016

 

180,680

 

$

52.61

 

1.3

 

$

4.9

Exercisable at December 31, 2016

 

180,680

 

$

52.61

 

1.3

 

$

4.9

 

All options outstanding at December 31, 2016 had four-year vesting periods and seven-year terms, with the exception of 54,000 options granted to our non‑employee directors that had one-year vesting periods and ten-year terms.

 

There were no unvested stock options at December 31, 2016 and 2015.

 

Proceeds from stock options exercised under all stock option plans in 2016, 2015 and 2014 were $37.5 million, $15.1 million and $28.8 million, respectively. The total intrinsic values of all options exercised in 2016, 2015 and 2014 were $16.3 million, $4.8 million and $13.5 million, respectively.

 

The tax benefit realized from option exercises during the years ended December 31, 2016, 2015 and 2014 were $14.3 million, $7.6 million and $10.7 million, respectively.

 

The following tabulation summarizes certain information concerning outstanding and exercisable options as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

Weighted Average

 

 

 

 

 

 

Weighted Average

 

 

 

 

Remaining

 

Weighted

 

 

 

Exercise

Range of

 

Outstanding at

 

Contractual Life

 

Average

 

Exercisable at

 

Price of Options

Exercise Price

    

December 31, 2016

    

in Years

    

Exercise Price

    

December 31, 2016

    

Exercisable

$38

 

12,000

 

2.4

 

$

38.00

 

12,000

 

$

38.00

$42 - $45

 

45,225

 

1.4

 

 

43.68

 

45,225

 

 

43.68

$55 - $56

 

99,455

 

1.1

 

 

55.73

 

99,455

 

 

55.73

$61 - $67

 

24,000

 

0.9

 

 

63.81

 

24,000

 

 

63.81

$38 - $67

 

180,680

 

1.3

 

$

52.61

 

180,680

 

$

52.61

 

Restricted Stock

 

In 2016, 2015 and 2014, we granted 512,895, 507,760 and 349,380, respectively, restricted stock units (“RSUs”) to key employees pursuant to the Amended and Restated Stock Option and Restricted Stock Plan. Each RSU consists of the right to receive one share of our common stock and dividend equivalent rights, subject to forfeiture, equal to the accrued cash or stock dividends where the record date for such dividends is after the grant date but before the shares vest. Additionally, each 2016, 2015 and 2014 RSU granted has a service-based condition and cliff vests at December 31, 2018, December 31, 2017 and December 31, 2016, respectively, if the recipient is an employee on those dates. In addition to the service-based condition, 190,175, 185,450, and 136,162 of the RSUs granted in 2016, 2015 and 2014, respectively, also have performance goals and vest only upon the satisfaction of the service-based condition and certain three-year performance targets. In addition to the 2015 RSUs described above, we also granted 10,000 service-based and 40,000 performance-based RSUs to our former CEO as a result of his planned retirement in July 2016 that had a service-based condition and eighteen-month performance targets ended June 30, 2016. The fair value of the 2016, 2015 and 2014 RSUs granted was $69.16 per share, $59.27 per share and $71.15 per share, respectively, determined based on the closing price of our common stock on the grant date.

 

In 2016,  2015 and 2014,  11,851,  12,719, and 11,830 shares of restricted stock, respectively, were granted to the non‑employee members of the Board of Directors pursuant to the Directors Equity Plan. The fair value of the restricted stock granted in 2016,  2015, and 2014,  was $70.88 per share, $66.03 per share, and $70.99 per share, respectively, determined based on the closing price of our common stock on the grant date. The awards include dividend rights and vest immediately upon grant. The recipients are restricted from trading the restricted stock for one year from date of grant.

 

In 2016, 2015 and 2014, we made payments of $6.4 million, $4.5 million and $0.5 million, respectively, to tax authorities on our employees’ behalf for shares withheld related to net share settlements. These payments are reflected in the Stock-based compensation caption of the statement of equity.

 

A summary of the status of our unvested restricted stock grants and service and performance based RSUs as of December 31, 2016 and changes during the year then ended is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Average Grant

 

Unvested Shares

    

Shares

    

Date Fair Value

 

Unvested at January 1, 2016

 

900,410

 

$

63.26

 

Granted

 

524,746

 

 

69.20

 

Forfeited

 

(93,814)

 

 

67.90

 

Vested

 

(345,802)

 

 

67.96

 

Unvested at December 31, 2016

 

985,540

 

$

64.34

 

 

Unrecognized Compensation Cost

 

As of December 31, 2016, there was $34.6 million of total unrecognized compensation cost related to unvested stock‑based compensation awards granted under all stock‑based compensation plans. That cost is expected to be recognized over a weighted average period of 1.12 years.