As of March 31, 2019, the Company maintains the 2017 Equity Incentive Plan (“2017 EIP”). The 2017 EIP reserved 4,173,554 shares of common stock for the grant of various classes of nonqualified stock options, restricted stock units, market and performance condition-based share units and other forms of equity-based compensation. Shares subject to any awards that expire without being exercised or that are forfeited or settled in cash shall again be available for future grants of awards under

the 2017 EIP. Shares subject to stock option or stock appreciation right awards, that have been retained by the Company in payment or satisfaction of the exercise price and any applicable tax withholding obligation of such awards, shall not be available for future grant under the 2017 EIP.

As of March 31, 2019, 3,750,392 shares are available for future grants. The Company’s management equity incentive plans are intended to provide an incentive to employees and non-employee directors of the Company to remain in the service of the Company and to increase their interest in the success of the Company in order to promote the long-term interests of the Company. The plans seek to promote the highest level of performance by providing an economic interest in the long-term performance of the Company. The Company settles employee share-based compensation awards with newly issued shares.

During fiscal 2019, the Company granted to management and other key employees 192,700 non-qualified options that vest ratably over 3 years from the date of grant. Options expire 10 years from the date of grant.

The Company recognized stock-based compensation expense relating to stock options of $3,251, with a related tax benefit of $634 for fiscal 2019, stock-based compensation expense of $2,741 with a related tax benefit of $700 for fiscal 2018 and stock-based compensation of $1,705 with a related tax benefit of $457 for fiscal 2017.



	Number of Options		Weighted- Average Remaining Contract Term (Years)	Weighted- Average Exercise Price		Aggregate Intrinsic Value
Options outstanding as of March 31, 2016	210,297		8.5	$	67.54	$	218
Granted	242,068			57.60		—
Exercised	(263	)		18.25		12
Expired	(434	)		18.25		15
Options outstanding as of March 31, 2017	451,668		8.4	$	62.29	$	7,520
Granted	169,703			83.14		—
Exercised	(62,197	)		63.44		1,132
Forfeited	(11,495	)		70.22		75
Expired	(2,089	)		18.25		137
Options outstanding as of March 31, 2018	545,590		8.4	$	68.65	$	2,679
Granted	192,700			75.17		—
Exercised	(171,630	)		63.66		2,707
Forfeited	(11,754	)		75.17		—
Options outstanding as of March 31, 2019	554,906		8.0	$	72.31	$	1,040
Options exercisable as of March 31, 2019	186,823		6.9	$	69.34	$	452
Options vested and expected to vest, as of March 31, 2019	545,299		8.0	$	72.24	$	1,038




Range of Exercise Prices	Number of Options	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price
$55.00-$60.00	137,599	7.1	$	57.60
$65.01-$70.00	73,368	5.8	$	68.82
$75.01-$83.14	343,939	8.8	$	78.95
	554,906	8.0	$	72.31

In fiscal 2019, the Company granted to non-employee directors 35,065 deferred restricted stock units at the fair value of $46.30 per restricted stock unit at the date of grant. In fiscal 2018, such grants amounted to 33,408 restricted stock units at the fair value of $46.24 per restricted stock unit at the date of grant and in fiscal 2017, such grants amounted to 25,708 restricted stock units at the fair value of $69.97 per restricted stock unit at the date of grant. The awards vest immediately upon the date of grant and are settled in shares of common stock six months after termination of service as a director.

In fiscal 2019, the Company also granted to non-employee directors, 1,441 restricted stock units and in fiscal 2018 and 2017, granted 1,345 and 1,239 restricted stock units, respectively, at fair values of $75.32, $73.39 and $65.88, for fiscal 2018, 2017 and 2016, respectively, under the deferred compensation plan.

In fiscal 2019, the Company granted to management and other key employees 204,599 restricted stock units that vest ratably over four years from the date of grant, at the fair value of $75.17 per restricted stock unit, 45,883 performance condition-based share units (“PSU”) at the fair value of $68.48 and 36,646 market condition-based share units (“TSR”) at the fair value of $86.23 per unit at the date of grant. The PSUs and TSRs cliff vest three years from the date of grant.

In fiscal 2018, the Company granted to management and other key employees 161,229 restricted stock units that vest ratably over four years from the date of grant at the fair value of $83.14 per restricted stock unit and 60,187 TSRs at a weighted average fair value of $105.74 per unit at the date of grant that cliff vest three years from the date of grant.

In fiscal 2017, the Company granted to management and other key employees 237,358 restricted stock units that vest ratably over four years from the date of grant at a fair value of $57.60 per restricted stock unit and 83,720 TSRs at a weighted average fair value of $70.79 per unit at the date of grant that cliff vest three years from the date of grant.

For purposes of determining the fair value of the PSUs granted in fiscal 2019, the Company used the market price at the date of grant to which a discount for illiquidity was applied to reflect post vesting restrictions.

A summary of the changes in restricted stock units, TSRs and PSUs awarded to employees and directors that were outstanding under the Company’s equity compensation plans during fiscal 2019 is presented below:



	Restricted Stock Units (RSU)				Market condition-based Share Units (TSR)				Performance condition-based Share Units (PSU)
	Number of RSU		Weighted- Average Grant Date Fair Value		Number of TSR		Weighted- Average Grant Date Fair Value		Number of PSU		Weighted- Average Grant Date
Non-vested awards as of March 31, 2018	633,751		$	56.60	349,941		$	70.22	—		$	—
Granted	241,105		69.43		36,646		85.84		45,883		68.48
Stock dividend	6,087		56.81		3,131		72.60		320		68.48
Performance factor	—		—		143		75.48		—		—
Vested	(148,487	)	68.55		(3,482	)	59.94		—		—
Canceled	(10,809	)	72.56		(33,795	)	62.21		(3,677	)	68.48
Non-vested awards as of March 31, 2019	721,647		$	57.72	352,584		$	72.83	42,526		$	68.48

The Company recognized stock-based compensation expense relating to restricted stock units, TSRs and PSUs of $19,357, with a related tax benefit of $3,085 for fiscal 2019, $16,712, with a related tax benefit of $3,325 for fiscal 2018 and $17,480, with a related tax benefit of $4,210 for fiscal 2017.

As of March 31, 2019, unrecognized compensation expense associated with the non-vested equity awards outstanding was $37,187 and is expected to be recognized over a weighted-average period of 20 months.