Share-Based Compensation Plans

We have equity awards outstanding under several share-based compensation plans. During the three- and six-months ended August 31, 2018, we had the following share-based compensation activity:


•	We issued 1,358 and 2,737 shares to non-employee Board members with a total grant date fair value of $0.1 and $0.2 million, respectively, and average share prices of $90.45 and $89.78, respectively.


•	We granted time-vested restricted stock units ("RSUs") that may be settled for 1,657 and 71,798 shares respectively, of common stock with average fair values at the grant dates of $84.33 and $86.19, respectively.


•	We granted performance-based restricted stock units (“PSUs”) that may be settled for 76,064 of common stock with average fair value at the grant date of $86.24 during the first quarter of fiscal 2019. No PSUs were granted during the second quarter of fiscal 2019.


•	RSUs for 656 and 37,067 shares vested and settled, respectively, with a total fair value at settlement of $0.1 and $3.3 million and an average share price of $90.45 and $89.11, respectively.


•	PSUs for 1,366 and 100,404 shares vested and settled, respectively, with a total grant date fair value of $0.2 and $9.2 million, and an average share price of $115.80 and $91.14, respectively.


•	Employees exercised stock options to purchase 67,417 and 111,184 shares of common stock, respectively.

The Helen of Troy Limited 2008 Employee Stock Purchase Plan (“2008 ESPP”) became effective on September 1, 2008, and expired by its terms on September 1, 2018.

On August 22, 2018, our shareholders approved the 2018 Employee Stock Purchase Plan (the "2018 ESPP"). The aggregate number of shares of common stock that may be purchased under the 2018 ESPP will not exceed 750,000 shares. Under the terms of the plan, employees may authorize the withholding of up to 15% of their wages or salaries to purchase our shares of common stock, not to exceed $25,000 of the fair market value of such shares for any calendar year. The purchase price for shares acquired under the 2018 ESPP is equal to the lower of 85% of the share's fair market value on either the first day of each option period or the last day of each period. The plan will expire by its terms on September 1, 2028. Shares of common stock purchased under the 2018 ESPP vest immediately at the time of purchase. Accordingly, the fair value award associated with their discounted purchase price is expensed at the time of purchase. We did not repurchase any common shares during the second quarter of fiscal 2019 under the 2018 ESPP.

The Helen of Troy Limited 2008 Stock Incentive Plan (“2008 Stock Incentive Plan”) became effective on August 19, 2008, and expired by its terms on August 19, 2018.

On August 22, 2018, our shareholders approved the 2018 Stock Incentive Plan (the “2018 Plan”). The Helen of Troy Limited 2008 Non-Employee Directors Stock Incentive Plan (“2008 Directors’ Plan”) became effective on August 19, 2008, and expired by its terms on August 19, 2018. The 2018 Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The 2018 Plan has 2,000,000 shares reserved for future issuance. There were no grants or issuances from the 2018 Plan during the second quarter of fiscal 2019.

On September 18, 2018, we made a one-time grant of time-vested RSUs that may be settled for 74,100 shares of common stock with a fair value at grant date of $125.55 per share.

We recorded the following share-based compensation expense in SG&A for the periods shown below:



	Three Months Ended August 31,
(in thousands, except per share data)	2018			2017
Stock options	$	219		$	423
Directors stock compensation	175			200
Performance based and other stock awards	4,347			2,266
Employee stock purchase plan	—			263
Share-based compensation expense	4,741			3,152
Less income tax benefits	(341		)	(591		)
Share-based compensation expense, net of income tax benefits	$	4,400		$	2,561

Impact of share-based compensation on earnings per share from continuing operations:
Basic	$	0.17		$	0.09
Diluted	$	0.17		$	0.09



	Six Months Ended August 31,
(in thousands, except per share data)	2018			2017
Stock options	$	527		$	962
Directors stock compensation	350			400
Performance based and other stock awards	9,918			4,725
Employee stock purchase plan	322			263
Share-based compensation expense	11,117			6,350
Less income tax benefits	(611		)	(1,081		)
Share-based compensation expense, net of income tax benefits	$	10,506		$	5,269

Impact of share-based compensation on earnings per share from continuing operations:
Basic	$	0.40		$	0.19
Diluted	$	0.39		$	0.19