Stock Incentive Plan

Under the 2006 Plan, up to 10,000,000 shares of AGCO common stock may be issued. The 2006 Plan allows the Company, under the direction of the Board of Directors’ Compensation Committee, to make grants of performance shares, stock appreciation rights, stock options, restricted stock units and restricted stock awards to employees, officers and non-employee directors of the Company.

Long-Term Incentive Plan and Related Performance Awards

The Company’s primary long-term incentive plan is a performance share plan that provides for awards of shares of the Company’s common stock based on achieving financial targets, such as targets for earnings per share, return on invested capital and operating margin, as determined by the Company’s Board of Directors. The stock awards under the 2006 Plan are earned over a performance period, and the number of shares earned is determined based on the cumulative or average results for the specified period, depending on the measurement. Performance periods for the Company’s primary long-term incentive plan are consecutive and overlapping three-year cycles, and performance targets are set at the beginning of each cycle. The primary long-term incentive plan provides for participants to earn 33% to 200% of the target awards depending on the actual performance achieved, with no shares earned if performance is below the established minimum target. Awards earned under the 2006 Plan are paid in shares of common stock at the end of each performance period. The compensation expense associated with these awards is amortized ratably over the vesting or performance period based on the Company’s projected assessment of the level of performance that will be achieved and earned.

Compensation expense recorded during 2015, 2014 and 2013 with respect to awards granted was based upon the stock price as of the grant date. The weighted average grant-date fair value of performance awards granted under the 2006 Plan during 2015, 2014 and 2013 was as follows:



	Years Ended December 31,
	2015		2014		2013
Weighted average grant-date fair value	$	45.54	$	53.87	$	51.51

During 2015, the Company granted 861,686 performance awards related to varying performance periods. The awards granted assume the maximum target or target level of performance is achieved, as applicable.

Performance award transactions during 2015 were as follows and are presented as if the Company were to achieve its maximum levels of performance under the plan:



Shares awarded but not earned at January 1	2,481,767
Shares awarded	861,686
Shares forfeited or unearned	(1,894,057	)
Shares earned	—
Shares awarded but not earned at December 31	1,449,396

The 2006 Plan allows for the participant to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the participant’s statutory minimum federal, state and employment taxes which would be payable at the time of grant. Based on the level of performance achieved as of December 31, 2015, no shares were earned or issued. Based on the level of performance achieved as of December 31, 2014, the following shares were earned under the 2012-2014 performance period and issued in the subsequent year, net of shares withheld for taxes related to the earned award:



	Year Ended December 31, 2014
Shares earned at year-end	286,804
Shares withheld for taxes on the earned awards	113,334
Shares issued subsequent to year-end, net	173,470

As of December 31, 2015, the total compensation cost related to unearned performance awards not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved and earned, was approximately $10.1 million, and the weighted average period over which it is expected to be recognized is approximately two years. This estimate is based on the current projected levels of performance of outstanding awards. The compensation cost not yet recognized could be higher or lower based on actual achieved levels of performance.

Restricted Stock Units

During the year ended December 31, 2015, the Company granted 144,398 restricted stock unit (“RSU”) awards. These awards entitle the participant to receive one share of the Company’s common stock for each RSU granted and vest one-third per year over a three-year requisite service period. Dividends will accrue on all unvested grants until the end of each vesting date within this grant’s three-year requisite service period. In January 2016, the Company amended its RSU award agreement such that dividends will not accrue on unvested grants over the requisite service period on all future RSU grants. The compensation expense associated with these awards is being amortized ratably over the requisite service period for the awards that are expected to vest. The weighted average grant-date fair value of the RSUs granted under the 2006 Plan during the year ended December 31, 2015 was $44.03. RSU transactions during the year ended December 31, 2015 were as follows:



Shares awarded but not vested at January 1	—
Shares awarded	144,398
Shares forfeited	(7,002	)
Shares vested	—
Shares awarded but not vested at December 31	137,396

As of December 31, 2015, the total compensation cost related to the unvested RSUs not yet recognized was approximately $4.2 million, and the weighted average period over which it is expected to be recognized is approximately two years.

Stock-settled Appreciation Rights

In addition to the performance share plans, certain executives and key managers are eligible to receive grants of SSARs. The SSARs provide a participant with the right to receive the aggregate appreciation in stock price over the market price of the Company’s common stock at the date of grant, payable in shares of the Company’s common stock. The participant may exercise his or her SSARs at any time after the grant is vested but no later than seven years after the date of grant. The SSARs vest ratably over a four-year period from the date of grant. SSAR award grants made to certain executives and key managers under the 2006 Plan are made with the base price equal to the price of the Company’s common stock on the date of grant. The Company recorded stock compensation expense of approximately $5.0 million, $5.2 million and $4.7 million associated with SSAR award grants during 2015, 2014 and 2013, respectively. The compensation expense associated with these awards is being amortized ratably over the vesting period. The Company estimated the fair value of the grants using the Black-Scholes option pricing model.

The weighted average grant-date fair value of SSARs granted under the 2006 Plan and the weighted average assumptions under the Black-Scholes option model were as follows for the years ended December 31, 2015, 2014 and 2013:



	Years Ended December 31,
	2015			2014			2013
Weighted average grant-date fair value	$	7.41		$	13.11		$	21.10
Weighted average assumptions under Black-Scholes option model:
Expected life of awards (years)	3.0			3.0			5.5
Risk-free interest rate	0.9		%	0.9		%	0.9		%
Expected volatility	25.9		%	35.7		%	50.3		%
Expected dividend yield	1.1		%	0.8		%	0.8		%

SSAR transactions during the year ended December 31, 2015 were as follows:



SSARs outstanding at January 1	1,220,824
SSARs granted	325,200
SSARs exercised	(75,850		)
SSARs canceled or forfeited	(150,263		)
SSARs outstanding at December 31	1,319,911
SSAR price ranges per share:
Granted	$	43.88
Exercised	21.45 - 52.94
Canceled or forfeited	43.88 - 56.98
Weighted average SSAR exercise prices per share:
Granted	$	43.88
Exercised	27.01
Canceled or forfeited	54.75
Outstanding at December 31	49.56

At December 31, 2015, the weighted average remaining contractual life of SSARs outstanding was approximately four years. As of December 31, 2015, the total compensation cost related to unvested SSARs not yet recognized was approximately $5.9 million and the weighted-average period over which it is expected to be recognized is approximately two years.

The following table sets forth the exercise price range, number of shares, weighted average exercise price, and remaining contractual lives by groups of similar price as of December 31, 2015:



	SSARs Outstanding				SSARs Exercisable
Range of Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Exercisable as of December 31, 2015	Weighted Average Exercise Price
$32.01 - $43.88	429,025	4.8	$	41.25	112,650	$	33.86
$47.89 - $63.64	890,886	3.9	$	53.56	497,490	$	53.09
	1,319,911				610,140	$	49.54

The total fair value of SSARs vested during 2015 was approximately $4.2 million. There were 709,771 SSARs that were not vested as of December 31, 2015. The total intrinsic value of outstanding and exercisable SSARs as of December 31, 2015 was $1.8 million and $1.3 million, respectively. The total intrinsic value of SSARs exercised during 2015 was approximately $1.8 million.

The excess tax benefit realized for tax deductions in the United States related to the exercise of SSARs and vesting of RSU awards under the 2006 Plan was approximately $0.7 million for the year ended December 31, 2015. The shortfall in tax benefit realized for tax deductions in the United States related to the exercise of SSARs and vesting of performance awards under the 2006 Plan was approximately $0.2 million for the year ended December 31, 2014. The excess tax benefit realized for tax deductions in the United States related to the exercise of SSARs, vesting of performance awards under the 2006 Plan, and exercise of stock options under the Company’s 1991 Stock Option Plan was approximately $11.4 million for the year ended December 31, 2013. The Company realized an insignificant tax benefit from the exercise of SSARs, vesting of performance awards, vesting of RSU awards and exercise of stock options in certain foreign jurisdictions during the years ended December 31, 2015, 2014 and 2013.

On January 26, 2016, the Company granted 334,199 performance award shares (subject to the Company achieving future target levels of performance), 296,200 SSARs and 138,975 of restricted stock units under the 2006 Plan.

Director Restricted Stock Grants

Pursuant to the 2006 Plan, all non-employee directors receive annual restricted stock grants of the Company’s common stock. All restricted stock grants made to the Company’s directors prior to April 24, 2014 were restricted as to transferability for a period of three years. Effective April 24, 2014, the shares granted on that date and all future grants made to the Company’s directors are restricted as to transferability for a period of one year. In the event a director departs from the Company’s Board of Directors, the non-transferability period expires immediately. The plan allows each director to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the statutory minimum federal, state and employment taxes that would be payable at the time of grant. The 2015 grant was made on April 23, 2015 and equated to 22,095 shares of common stock, of which 15,711 shares of common stock were issued, after shares were withheld for taxes. The Company recorded stock compensation expense of approximately $1.1 million during 2015 associated with these grants.

As of December 31, 2015, of the 10,000,000 shares reserved for issuance under the 2006 Plan, approximately 4,311,886 shares were available for grant, assuming the maximum number of shares are earned related to the performance award grants discussed above.