Note 18 – Share-Based Compensation

Share-Based Compensation Program

Share-based compensation is designed to reward employees for their long-term contributions to the Company and provide incentives for them to remain with the Company. The number and frequency of share grants are based on competitive practices, operating results of the Company, and individual performance. As of August 31, 2018, the Company’s share-based compensation plan was the 2015 Long-Term Incentive Plan (the “2015 Plan”). The 2015 Plan was approved by the shareholders of the Company, and became effective on January 26, 2015, and replaced the Company’s 2010 Long Term Incentive Plan. At August 31, 2018, the Company had share-based awards outstanding under its 2010 and 2015 Long-Term Incentive Plans.

The 2015 Plan provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company. The maximum number of shares as to which stock awards may be granted under the 2015 Plan is 626,968 shares, exclusive of any forfeitures from the 2010 Long Term Incentive Plan. At August 31, 2018, 466,505 shares of common stock (including forfeitures from prior plans) remained available for issuance under the 2015 Plan. All stock awards will be counted against the 2015 Plan in a 1 to 1 ratio. If options, restricted stock units or performance stock units awarded under the 2010 Plan terminate without being fully vested or exercised, those shares will be available again for grant under the 2015 Plan. The 2015 Plan also limits the total awards that may be made to any individual.

Share-Based Compensation Information

The following table summarizes share-based compensation expense for fiscal 2018, 2017, and 2016:

	For the years ended August 31,
($ in thousands)	2018			2017			2016
Share-based compensation expense included in cost of operating revenues	$	113		$	231		$	207

Research and development		150			162			140
Sales and marketing		461			397			455
General and administrative		3,169			2,807			2,258
Share-based compensation expense included in operating expenses		3,780			3,366			2,853
Total share-based compensation expense		3,893			3,597			3,060
Tax benefit		(1,090	)		(1,338	)		(1,138	)
Share-based compensation expense, net of tax	$	2,803		$	2,259		$	1,922

As of August 31, 2018, there was $6.6 million pre-tax of total unrecognized compensation cost related to non-vested share-based compensation arrangements which is expected to be recognized over a weighted average period of 2.1 years.

Stock Options – Stock option awards have an exercise price equal to the closing price on the date of grant, expire no later than ten years from the date of grant and vest over a four-year period at 25 percent per year. The fair value of stock option awards is estimated using the Black-Scholes option pricing model. The table below shows the annual weighted average assumptions used for valuation purposes.

	Grant year
	Fiscal 2018			Fiscal 2017
Risk-free interest rate		2.2	%		1.5	%
Dividend yield		1.3	%		1.5	%
Expected life (years)		7			7
Volatility		33.9	%		36.5	%
Weighted average grant-date fair value of options granted	$	30.72		$	26.25

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and volatility is based on the historical volatility of the Company’s stock price over the expected life of the option.

The following table summarizes information about stock options outstanding as of and for the years ended August 31, 2018, 2017, and 2016:

	Number of stock options			Average exercise price		Average remaining contractual term (years)		Aggregate intrinsic value (thousands)
Stock options outstanding at August 31, 2016		127,286		$	71.24		7.4	$	521
Granted		47,223		$	78.23
Exercised		(43,556	)	$	69.33			$	681
Forfeited / cancelled		(8,434	)	$	73.90
Stock options outstanding at August 31, 2017		122,519		$	74.43		7.5	$	1,487
Granted		46,306		$	91.52
Exercised		(37,651	)	$	74.02			$	538
Forfeited / cancelled		(54,371	)	$	78.49
Stock options outstanding at August 31, 2018		76,803		$	82.06		7.7	$	1,053

Exercisable at August 31, 2016		57,250		$	68.57		6.1	$	362
Exercisable at August 31, 2017		36,348		$	71.37		5.8	$	553
Exercisable at August 31, 2018		25,469		$	72.70		5.5	$	587

There were 27,811, 25,285, and 23,164 outstanding stock options that vested during fiscal 2018, 2017, and 2016, respectively. Additional information regarding stock option exercises is summarized in the table below.

	For the years ended August 31,
($ in thousands)	2018		2017		2016
Intrinsic value of stock options exercised	$	538	$	681	$	181
Cash received from stock option exercises	$	2,788	$	3,020	$	113
Tax benefit realized from stock option exercises	$	151	$	254	$	67
Aggregate grant-date fair value of stock options vested	$	31.37	$	35.79	$	37.70

Restricted stock units - The restricted stock units have a grant-date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends. The restricted stock units granted to employees vest over a three-year period at approximately 33 percent per year. The restricted stock units granted to non-employee directors generally vest over a nine-month period.

The following table summarizes information about restricted stock units as of and for the years ended August 31, 2018, 2017, and 2016:

	Number of restricted stock units			Weighted average grant- date fair value
Restricted stock units outstanding at August 31, 2016		67,054		$	69.11
Granted		44,647			74.75
Vested		(34,312	)		69.89
Forfeited / Cancelled		(8,366	)		70.51
Restricted stock units outstanding at August 31, 2017		69,023		$	72.25
Granted		79,550			87.80
Vested		(34,857	)		72.82
Forfeited / Cancelled		(23,107	)		76.99
Restricted stock units outstanding at August 31, 2018		90,609		$	84.38

Restricted stock units are generally settled with the issuance of shares with the exception of certain restricted stock units awarded to internationally-based employees that are settled in cash. At August 31, 2018, 2017, and 2016, outstanding restricted stock units included 6,474, 6,709, and 6,155 units, respectively, that will be settled in cash. The fair value of restricted stock units that vested during the period was $3.2 million and $2.4 million for each of the years ended August 31, 2018 and 2017, respectively.

Performance stock units - The performance stock units have a grant-date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends. The performance stock units granted to employees cliff vest after a three-year period and a specified number of shares of common stock will be awarded under the terms of the performance stock units, if performance measures relating to revenue growth and a return on net assets are achieved.

The table below summarizes the status of the Company’s performance stock units as of and for the year ended August 31, 2018, 2017, and 2016:

	Number of performance stock units			Weighted average grant- date fair value
Performance stock units outstanding at August 31, 2016		38,148		$	72.20
Granted		15,902			74.80
Forfeited / cancelled		(15,361	)		74.10
Performance stock units outstanding at August 31, 2017		38,689		$	72.52
Granted		15,524			88.02
Forfeited / cancelled		(34,261	)		74.61
Performance stock units outstanding at August 31, 2018		19,952			80.99

In connection with the performance stock units, the performance goals are based upon revenue growth and a return on net assets during the performance period. The awards actually earned will range from zero to two hundred percent of the targeted number of performance stock units and will be paid in shares of common stock. Shares earned will be distributed upon vesting on the first day of November following the end of the three-year performance period. The Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements. If defined performance goals are not met, no compensation cost will be recognized and any previously recognized compensation expense will be reversed. In fiscal 2018 and 2017, no performance stock units vested.