Note 16 – Stock-Based Compensation

All equity compensation plans have been approved by shareholders. Under the 2014 Key Employee Stock Plan, (“the Plan”), qualified employees are eligible to receive awards that may include stock options, performance-based stock awards and other restricted stock awards. Under the Plan, a maximum number of 8 million shares of Company Class A stock may be issued. As of April 30, 2017, there were approximately 5,384,388 securities remaining available for future issuance under the Plan. The Company issues treasury shares to fund awards issued under the Plan.

Stock Option Activity:

Under the terms of the Company’s stock option plan, the exercise price of stock options granted may not be less than 100% of the fair market value of the stock at the date of grant. Options are exercisable over a maximum period of 10 years from the date of grant. For fiscal years 2015 and prior, options generally vest 50% on the fourth and fifth anniversary date after the award is granted. Starting in fiscal year 2016, options vest 25% per year on April 30th. The Company did not grant any stock option awards in fiscal year 2017. Under certain circumstances relating to a change of control, as defined, the right to exercise options outstanding may be accelerated.

The following table provides the estimated weighted average fair value for options granted each period using the Black-Scholes option-pricing model and the significant weighted average assumptions used in their determination. The expected life represents an estimate of the period of time stock options will be outstanding based on the historical exercise behavior of option recipients. The risk-free interest rate is based on the corresponding U.S. Treasury yield curve in effect at the time of the grant. The expected volatility is based on the historical volatility of the Company’s Common Stock price over the estimated life of the option while, the dividend yield is based on the expected dividend payments to be made by the Company.

	For the Years Ended April 30
	2016	2015
Fair Value of Options on Grant Date	$14.77	$16.97

Weighted Average assumptions:
Expected Life of Options (years)	7.2	7.2
Risk-Free Interest Rate	2.1%	2.2%
Expected Volatility	29.7%	30.9%
Expected Dividend Yield	2.1%	1.9%
Fair Value of Common Stock on Grant Date	$55.99	$59.70

A summary of the activity and status of the Company’s stock option plans follows:

	2017					2016		2015
	Options (in 000’s)	Weighted Average Exercise Price		Weighted Average Remaining Term (in years)	Aggregate Intrinsic Value (in millions)	Options (in 000’s)	Weighted Average Exercise Price	Options (in 000’s)	Weighted Average Exercise Price
Outstanding at Beginning of Year	1,966		$46.62			1,921	$45.50	2,508	$42.34
Granted	-		$ -			166	$55.99	189	$59.70
Exercised	(469)		$43.74			(103)	$40.22	(747)	$38.32
Expired or Forfeited	(68)		$49.91			(18)	$51.02	(29)	$49.32
Outstanding at End of Year	1,429		$47.39	3.6	$9.2	1,966	$46.62	1,921	$45.50
Exercisable at End of Year	1,064		$46.04	3.0	$7.3	1,140	$45.22	815	$42.31
Vested and Expected to Vest in the Future at April 30	1,249		$45.88	2.7	$8.5	1,925	$46.61	1,872	$42.91

The intrinsic value is the difference between the Company’s common stock price and the option grant price. The total intrinsic value of options exercised during fiscal years 2017, 2016 and 2015 was $20.5 million, $1.5 million and $16.1 million, respectively. The total grant date fair value of stock options vested during fiscal year 2017 was $19.3 million.

As of April 30, 2017, there was $2.9 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a period up to 3 years, or 2.2 years on a weighted average basis.

The following table summarizes information about stock options outstanding and exercisable at April 30, 2017:

	Options Outstanding			Options Exercisable
Range of Exercise Prices	Number of Options (in 000’s)	Weighted Average Remaining Term (in years)	Weighted Average Exercise Price	Number of Options (in 000’s)	Weighted Average Exercise Price
$35.04	69	2.0	$35.04	69	$35.04
$39.53 to $40.02	398	3.8	$39.67	260	$39.74
$47.55 to $49.55	660	2.3	$48.53	659	$48.53
$55.99 to $59.70	302	6.4	$57.88	76	$56.16
Total/Average	1,429	3.6	$47.39	1,064	$46.04

Performance-Based and Other Restricted Stock Activity:

Under the terms of the Company’s long-term incentive plans, performance-based restricted stock awards are payable in restricted shares of the Company’s Class A Common Stock upon the achievement of certain three-year financial performance-based targets. During each three-year period, the Company adjusts compensation expense based upon its best estimate of expected performance. For fiscal years 2015 and prior, restricted performance shares vest 50% on the first and second anniversary date after the award is earned. For three year periods beginning with fiscal year 2016, restricted performance shares vest 50% at the end of the three-year performance cycle and 50% on April 30th of the following year.

The Company may also grant individual restricted awards of the Company’s Class A Common Stock to key employees in connection with their employment. For fiscal years 2015 and prior, the restricted shares generally vest 50% at the end of the fourth and fifth years following the date of the grant. Starting with fiscal year 2016 grants, restricted performance shares vest ratably 25% per year on the anniversary of the grant.

Under certain circumstances relating to a change of control or termination, as defined, the restrictions would lapse and shares would vest earlier. Activity for performance-based and other restricted stock awards during fiscal years 2017, 2016 and 2015 was as follows (shares in thousands):

	2017		2016	2015
	Restricted Shares	Weighted Average Grant Date Value	Restricted Shares	Restricted Shares
Nonvested Shares at Beginning of Year	915	$50.75	752	745
Granted	509	$50.56	289	363
Change in shares due to performance	(67)	$58.23	86	(65)
Vested and Issued	(267)	$45.29	(154)	(159)
Forfeited	(177)	$49.95	(58)	(132)
Nonvested Shares at End of Year	913	$51.85	915	752

As of April 30, 2017, there was $25.7 million of unrecognized share-based compensation cost related to performance-based and other restricted stock awards, which is expected to be recognized over a period up to 5 years, or 2.3 years on a weighted average basis. Compensation expense for restricted stock awards is measured using the closing market price of the Company’s Class A Common Stock at the date of grant. The total grant date value of shares vested during fiscal years 2017, 2016 and 2015 was $12.1 million, $7.2 million and $6.8 million, respectively.

Director Stock Awards:

Under the terms of the Company’s Director Stock Plan (the “Director Plan”), each non-employee director receives an annual award of Class A Common Stock equal in value to 100% of the annual director retainer fee (excluding additional retainer fees paid to committee chairpersons), based on the stock price on the date of grant. The granted shares may not be sold or transferred during the time the non-employee director remains a director. There were 20,243; 19,559 and 12,131 shares awarded under the Director Plan for fiscal years 2017, 2016 and 2015, respectively.