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Stock-Based Compensation
12 Months Ended
Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation
Stock-Based Compensation

The Company’s shareholder-approved stock-based incentive compensation plans provide for the granting of awards in the form of stock options, deferred stock, restricted stock or stock appreciation rights (“SARs”). The awards may be subject to the achievement of certain performance goals, generally based on market conditions, as determined by the Plan Committee designated by the Company’s Board of Directors. There have been no awards of SARs. At December 31, 2016, there were 4.4 million authorized shares available for future awards.
 
Stock Options

At December 31, 2016 and 2015 there were 369,050 and 721,690 options outstanding with weighted average exercise prices of $26.74 and $25.32. There were no stock options granted in 2016, 2015 or 2014. The aggregate intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was $8, $5 and $12.

At December 31, 2016 options outstanding had an aggregate intrinsic value of $10, a weighted-average remaining contractual term of 0.4 years. and less than $1 of unrecognized compensation expense.



Restricted and Deferred Stock

Annually, the Company awards shares of restricted stock to certain senior executives in the form of time-vested restricted stock and performance-based shares. The time-vested restricted stock vests ratably over three years. The performance-based shares cliff vest at the end of three years. The number of performance-based shares that will ultimately vest is based on the level of performance achieved, ranging between 0% and 200% of the shares originally awarded and will be settled in shares of common stock. The market performance criteria is the Company’s Total Shareholder Return (“TSR”), which includes share price appreciation and dividends paid, during the three-year term of the award measured against the TSR of a peer group of companies. Participants who terminate employment because of retirement, disability or death receive accelerated vesting of their time-vested awards to the date of termination. However, restrictions will lapse on performance-based awards, if at all, on the original vesting date.

The Company also issues shares of time-vesting restricted stock to U.S. employees and deferred stock to non-U.S. employees which vest ratably up to four years commencing one year after the grant date.

A summary of restricted and deferred stock activity follows:
 
Number of shares
Non-vested shares outstanding at January 1, 2016
1,778,275

Awarded:

Time-vesting
127,167

Performance-based
137,374

Released:

Time-vesting
(414,389
)
Performance-based
(90,003
)
Forfeitures:
 
Time-vesting
(55,717
)
Performance-based
(161,415
)
Non-vested shares outstanding at December 31, 2016
1,321,292



The average grant-date fair value of restricted stock awarded in 2016, 2015 and 2014 follows:
 
2016
 
2015
 
2014
Time-vested
$
51.04

 
$
53.65

 
$
46.69

Performance-based
51.18

 
49.50

 
48.31



The fair values of the performance-based shares awarded were calculated using a Monte Carlo valuation model and the following weighted average assumptions:
 
2016
 
2015
 
2014
Risk-free interest rate
1.2
%
 
1.1
%
 
0.8
%
Expected term (years)
3

 
3

 
3

Expected stock price volatility
19.8
%
 
17.4
%
 
21.5
%


At December 31, 2016, unrecognized compensation cost related to outstanding restricted and deferred stock was $30. The weighted average period over which the expense is expected to be recognized is 1.8 years. The aggregate market value of the shares released on the vesting dates was $26 in 2016.

The Company maintains a Stock-Based Compensation Plan for Non-Employee Directors. Under the plan a portion of the non-employee directors' quarterly compensation is provided in the form of restricted stock. During 2016, $1 of stock-based compensation was recognized under this plan.