NOTE G– SHARE-BASED COMPENSATION

The 1999 Stock Option Plan

The 1999 Stock Option Plan (the “Plan”) permitted the grant of 300,000 options to buy common shares of the Company to certain employees at not less than fair market value of the shares on the date of grant. Options issued under the Plan vest 50% after one year following the date of the grant, 75% after two years, and 100% after three years and expire from five to ten years from the date of grant. Shares issued as a result of stock option exercises will be funded with the issuance of new shares.

The Company historically elected to use the simplified method of calculating the expected term of the stock options and historical volatility to compute fair value under the Black-Scholes option-pricing model. The risk-free rate for periods within the contractual life of the option is based on the U.S. zero coupon Treasury yield in effect at the time of grant. Forfeitures have been estimated to be zero.

Activity in the Company’s 1999 Stock Option Plan for the six month period ended June 30, 2013 was as follows:


	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		32,150		$	40.93
Granted		0		$	0.00
Exercised		(10,900	)	$	41.50
Forfeited		0		$	0.00

Outstanding (vested and expected to vest) at June 30, 2013		21,250		$	40.63		3.8	$	546

Exercisable at June 30, 2013		21,250		$	40.63		3.8	$	546

There were 10,900 and 400 stock options exercised during the six month periods ended June 30, 2013 and 2012, respectively. The total intrinsic value of stock options exercised during the six month periods ended June 30, 2013 and 2012 was $.3 million and $7 thousand, respectively. Cash received for the exercise of stock options during the six month periods ended June 30, 2013 and 2012 was $.5 million and $16 thousand, respectively. Excess tax benefits from share-based awards for the six month periods ended June 30, 2013 and 2012 was $.1 million and $1 thousand, respectively.

For the three and six month periods ended June 30, 2013, the Company recorded no compensation expense related to the stock options currently vesting.

Long Term Incentive Plan of 2008

Under the Preformed Line Products Company Long Term Incentive Plan of 2008 (the “LTIP”), certain employees, officers, and directors are eligible to receive awards of options and restricted shares. The purpose of this LTIP is to give the Company and its subsidiaries a competitive advantage in attracting, retaining, and motivating officers, employees, and directors and to provide an incentive to those individuals to increase shareholder value through long-term incentives directly linked to the Company’s performance. As of June 30, 2013, the total number of common shares reserved for awards under the LTIP is 900,000. Of the 900,000 common shares, 800,000 common shares have been reserved for restricted share awards and 100,000 common shares have been reserved for share options. The LTIP expires on April 17, 2018.

Restricted Share Awards

For all of the participants except the CEO, a portion of the restricted share award is subject to time-based cliff vesting and a portion is subject to vesting based upon the Company’s performance over a three year period. All of the CEO’s restricted shares are subject to vesting based upon the Company’s performance over a three year period. The restricted shares are offered at no cost to the employees; however, the participant must remain employed with the Company until the restrictions on the restricted shares lapse. The fair value of restricted share awards is based on the market price of a common share on the grant date. The Company currently estimates that no awards will be forfeited. Dividends declared are accrued in cash dividends.

A summary of the restricted share awards under the LTIP for the six month period ended June 30, 2013 is as follows:


	Restricted Share Awards
	Performance Required		Service Required		Total Restricted Awards		Weighted-Average Grant-Date Fair Value
Nonvested as of January 1, 2013		103,221		11,363		114,584	$	48.33
Granted		47,832		5,614		53,446		70.27
Vested		0		0		0		0
Forfeited		0		0		0		0

Nonvested as of June 30, 2013		151,053		16,977		168,030	$	55.31

For time-based restricted shares, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award in General and administrative expense in the accompanying Statement of Consolidated Income. Compensation expense related to the time-based restricted shares for the three and six month periods ended June 30, 2013 was $.1 million for both periods. Compensation expense related to the time-based restricted shares for the three and six month periods ended June 30, 2012 was $.1 million for both periods. As of June 30, 2013, there was $.5 million of total unrecognized compensation cost related to time-based restricted share awards that is expected to be recognized over the weighted-average remaining period of approximately 2 years.

For the performance-based awards, the number of restricted shares that will vest depends on the Company’s level of performance measured by growth in pretax income and sales growth over a requisite performance period. Depending on the extent to which the performance criterions are satisfied under the LTIP, the participants are eligible to earn common shares over the vesting period. Performance-based compensation expense for the three and six month periods ended June 30, 2013 was $.8 million and $1.3 million, respectively. Performance-based compensation expense for the three and six month periods ended June 30, 2012 was $.7 million and $1.2 million, respectively. As of June 30, 2013, the remaining performance-based restricted share awards compensation expense of $4.7 million is expected to be recognized over a period of approximately 2 years.

The excess tax benefits from restricted share awards for the six month periods ended June 30, 2013 and 2012 was $0 for each period.

In the event of a Change in Control, vesting of the restricted shares will be accelerated and all restrictions will lapse. Unvested performance-based awards are based on a maximum potential payout. Actual shares awarded at the end of the performance period may be less than the maximum potential payout level depending on achievement of performance-based award objectives.

To satisfy the vesting of its restricted share awards, the Company has reserved new shares from its authorized but unissued shares. Any additional awards granted will also be issued from the Company’s authorized but unissued shares. As of June 30, 2013, under the LTIP there were 429,837 common shares available for additional restricted share grants.

Deferred Compensation Plan

The Company maintains a trust, commonly referred to as a rabbi trust, in connection with the Company’s deferred compensation plan. This plan allows for two deferrals. First, Directors make elective deferrals of Director fees payable and held in the rabbi trust. The deferred compensation plan allows the Directors to elect to receive Director fees in shares of common stock of the Company at a later date instead of fees paid each quarter in cash. Second, this plan allows certain Company employees to defer LTIP restricted shares for future distribution in the form of common shares. Assets of the rabbi trust are consolidated, and the value of the Company’s stock held in the rabbi trust is classified in Shareholders’ equity and generally accounted for in a manner similar to treasury stock. The Company recognizes the original amount of the deferred compensation (fair value of the deferred stock award at the date of grant) as the basis for recognition in common shares issued to the rabbi trust. Changes in the fair value of amounts owed to certain employees or Directors are not recognized as the Company’s deferred compensation plan does not permit diversification and must be settled by the delivery of a fixed number of the Company’s common shares. As of June 30, 2013, 184,511 LTIP shares have been deferred and are being held by the rabbi trust.

Share Option Awards

The LTIP permits the grant of up to 100,000 options to buy common shares of the Company to certain employees at not less than fair market value of the shares on the date of grant. At June 30, 2013 there were 57,000 shares remaining available for issuance under the LTIP. Options issued to date under the LTIP vest 50% after one year following the date of the grant, 75% after two years, and 100% after three years and expire from five to ten years from the date of grant. Shares issued as a result of stock option exercises will be funded with the issuance of new shares.

The Company has historically elected to use the simplified method of calculating the expected term of the stock options and historical volatility to compute fair value under the Black-Scholes option-pricing model. The risk-free rate for periods within the contractual life of the option is based on the U.S. zero coupon Treasury yield in effect at the time of grant. Forfeitures have been estimated to be zero.

There were 0 and 8,000 options granted for the six month periods ended June 30, 2013 and 2012, respectively.

Activity in the Company’s LTIP for the six month period ended June 30, 2013 was as follows:


	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		33,750		$	50.21
Granted		0			0.00
Exercised		(9,250	)		41.30
Forfeited		0			0.00

Outstanding (vested and expected to vest) at June 30, 2013		24,500		$	53.58		8.7	$	312

Exercisable at June 30, 2013		12,125		$	53.31		8.7	$	158

There were 9,250 and 1,250 stock options exercised under the LTIP Plan during the six month periods ended June 30, 2013 and 2012, respectively. The total intrinsic value of stock options exercised during the six month periods ended June 30, 2013 and 2012 was $.3 million and $7 thousand, respectively. Cash received for the exercise of stock options during the six month periods ended June 30, 2013 and 2012 was $.4 million and $.1 million, respectively. Excess tax benefits from share-based options for the six month periods ended June30, 2013 and 2012 were $.1 million, and $0, respectively.

For the three and six month periods ended June 30, 2013, the Company recorded compensation expense related to the stock options currently vesting, reducing Income before taxes and Net income by $85 thousand and $39 thousand, respectively. For the three and six month periods ended June 30, 2012, the Company recorded compensation expense related to the stock options currently vesting, reducing Income before taxes and Net income by $87 thousand and $152 thousand, respectively. The total compensation cost related to nonvested awards not yet recognized at June30, 2013 is expected to be a combined total of $.2 million over a weighted-average period of approximately 1.6 years.