20. Stock-Based Compensation

Equity Incentive Plan Description

On September 16, 2015, our shareholders approved an equity incentive plan entitled the Culp, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan updated and replaced our 2007 Equity Incentive Plan (the “2007 Plan”) as the vehicle for granting new equity-based awards substantially similar to those authorized under the 2007 Plan. In general, the 2015 Plan authorizes the grant of stock options intended to qualify as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other equity and cash related awards as determined by our Compensation Committee. An aggregate of 1,200,000 shares of common stock were authorized for issuance under the 2015 Plan, with certain sub-limits that would apply with respect to specific types of awards that may be issued as defined in the 2015 Plan. In connection with the approval of the 2015 Plan, no further awards will be granted under the 2007 Plan, but outstanding awards under the 2007 Plan will be settled in accordance with their terms.

At January 27, 2019, there were 969,406 shares available for future equity-based grants under our 2015 plan.

Performance Based Restricted Stock Units

Executive Management (NEOs)

Fiscal 2019 and 2018

On August 2, 2018 (Fiscal 2019), and July 13, 2017 (Fiscal 2018), we granted performance-based restricted stock units to NEOs which could earn up to a certain number of shares of common stock if certain performance targets are met over a three-fiscal year performance period as defined in the related restricted stock unit agreements. The number of shares of common stock that are earned based on the performance targets that have been achieved will be adjusted based on a market-based total shareholder return component as defined in the related restricted stock unit agreements.

Compensation cost was measured based at the fair market value on the date of grant (August 2, 2018 and July 13, 2017). The fair market value per share was determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock for the performance-based component.

The following table provides assumptions used to determine the fair market value of the market-based shareholder return component using the Monte Carlo simulation model on the date of grants noted above:


	Fiscal 2019		Fiscal 2018
Closing price of our common stock	$	24.35	$	32.50
Expected volatility of our common stock		33.5%		31.0%
Expected volatility of peer companies		16.0%		16.5%
Risk-free interest rate		2.74%		1.56%
Dividend yield		1.35%		1.66%
Correlation coefficient of peer companies		0.47		0.46

Fiscal 2017

On July 14, 2016 we granted performance-based restricted stock units to NEOs which could earn up to a certain number of shares of common stock if certain performance targets were met over a three-fiscal year performance period as defined in the related restricted stock unit agreements. These awards were measured based on the fair market value (closing price of our common stock) on the date of grant. No market-based total shareholder return component was included in this award.

Key Employees and a Non-Employee

Fiscal 2019, 2018, and 2017

We granted performance-based restricted stock units which could earn up to a certain number of shares of common stock if certain performance targets are met over a three-fiscal year performance period as defined in the related restricted stock unit agreements. Our performance based restricted stock units granted to key employees were measured based on the fair market value (the closing price of our common stock) on the date of grant. Our performance based restricted stock units granted to a non-employee (fiscal 2017 only) were measured based on the fair market value (the closing price of our common stock) at the earlier date of when the performance criteria are met or the end of the reporting period. No market-based total shareholder return component was included in these awards.

The following table summarizes information related to our grants of performance based restricted stock units associated with NEOs and key employees that are currently unvested:


Date of Grant	(3) Restricted Stock Units Awarded		Price Per Share		Vesting Period
August 2, 2018 (1)		86,599	$	18.51 (4)		3 years
August 2, 2018 (2)		47,800	$	24.35 (6)		3 years
July 13, 2017 (1)		78,195	$	31.85 (5)		3 years
July 13, 2017 (2)		44,000	$	32.50 (6)		3 years
July 14, 2016 (1) (2)		107,880	$	28.00 (6)		3 years

(1)	Performance-based restricted stock units awarded to NEOs.

(2)	Performance-based restricted stock units awarded to key employees.

(3)	Amounts represent the maximum number of common stock shares that could be earned if certain performance targets are met as defined in the related restricted stock unit agreements.

(4)

Price per share represents the fair market value per share ($0.76 per $1 or a reduction of $5.84 to the closing price of the our common stock) determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock ($24.35) for the performance-based components of the performance-based restricted stock units granted to our NEOs on August 2, 2018.

(5)

Price per share represents the fair market value per share ($0.98 per $1 or a reduction of $0.65 to the closing price of the our common stock) determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock ($32.50) for the performance-based components of the performance-based restricted stock units granted to our NEOs on July 13, 2017.

(6)	Price per share represents the closing price of our common stock on the date of grant.

The following table summarizes information related to our grants of performance-based restricted stock units associated with a non-employee that are currently unvested:

Date of Grant

(1)
Restricted Stock
Units Awarded

Price Per
Share

Vesting
Period

July 14, 2016

11,549

18.47 (2)

3 years

(1)	Amounts represent the maximum number of common stock shares that could be earned if certain performance targets are met as defined in the related restricted stock unit agreements.

(2)	The respective grant was unvested at the end of our reporting period. Accordingly, the price per share represents the closing price of our common stock on January 27, 2019, the end of our reporting period.

The following table summarizes information related to our performance based restricted stock units that vested during the nine-month periods ending January 27, 2019 and January 28, 2018:


Fiscal Year	Restricted Stock Units Vested		(3) Fair Value		Weighted Average Price Per Share
Fiscal 2019 (1)		126,232	$	3,707	$	29.37 (4)
Fiscal 2019 (2)		10,364	$	320	$	30.90 (4)
Fiscal 2018 (1)		102,845	$	3,342	$	32.50 (4)
Fiscal 2018 (2)		16,000	$	520	$	32.50 (4)

(1)	NEOs and key employees.

(2)	Non-employee

(3)	Dollar amounts are in thousands.

(4)	The weighted average price per share is derived from the closing prices of our common stock on the dates the respective performance based restricted stock units vested.

Overall

We recorded compensation expense of $259,000 and $2.2 million within selling, general, and administrative expenses for the nine-month periods ending January 27, 2019 and January 28, 2018, respectively. Compensation cost is recorded based on an assessment each reporting period of the probability that certain performance goals will be met during the vesting period. If performance goals are not probable of occurrence, compensation cost will not be recognized and any recognized compensation cost would be reversed.

At January 27, 2019, the remaining unrecognized compensation cost related to our performance based restricted stock units was $760,000, which is expected to be recognized over a weighted average vesting period of 2.0 years. At January 27, 2019, the performance based restricted stock units that were expected to vest had a fair value totaling $1.2 million.

Time Based Restricted Stock Units

Fiscal 2019

On August 2, 2018, we granted 10,000 shares of time-based restricted stock units to certain key employees. These awards will vest over a period of 59 months and were measured at their fair market value, which was $24.35 per share, and represents the closing price of our common stock at the date of grant.

Fiscal 2018 Grant

On July 13, 2017, an employee was granted 1,200 shares of time vested restricted stock units which vested over the requisite service period of 11 months. This award was measured at its fair market value, which was $32.50 per share, and represented the closing price of our common stock on the date of grant.

During the first quarter of fiscal 2019, 1,200 shares of common stock associated with this grant vested and had a weighted average grant date fair value of $39,000 or $32.50 per share.

Fiscal 2017 Grant

On July 14, 2016, an employee was granted 1,200 shares of time vested restricted stock units which vested over the requisite service period of 11 months. This award was measured at its fair market value, which was $28 per share, and represented the closing price of our common stock on the date of grant.

During the first quarter of fiscal 2018, 1,200 shares of common stock associated with this grant vested and had a weighted average grant date fair value of $34,000 or $28 per share.

Overall

We recorded compensation expense of $30,000 and $28,000 within selling, general, and administrative expense associated with our time vested restricted stock unit awards for the nine-month periods ending January 27, 2019 and January 28, 2018, respectively.

At January 27, 2019, the remaining unrecognized compensation cost related to our time vested restricted stock units was $219,000, which is expected to be recognized over a weighted average vesting period of 4.4 years. At January 27, 2019, the time vested restricted stock awards that were expected to vest had a fair value totaling $185,000.

Common Stock Awards

We granted a total of 3,600 and 4,800 shares of common stock to our outside directors on October 1, 2018, and October 2, 2017, respectively. These shares of common stock vested immediately and were valued based on the fair market value on the date of grant. The fair value of these awards were $23.45 and $33.20 per share, on October 1, 2018, and October 2, 2017, which represents the closing price of our common stock on the date of grant.

We recorded $84,000 and $159,000 of compensation expense within selling, general, and administrative expense for these common stock awards for the nine-month periods ending January 27, 2019 and January 28, 2018, respectively.