CAPITAL STOCK AND STOCK AWARD PLANS | CAPITAL STOCK AND STOCK AWARD PLANS PREFERRED STOCK. Our Certificate of Incorporation authorizes the issuance of 20,000,000 shares of preferred stock, par value $0.10 per share. There are no shares of preferred stock outstanding. The preferred stock may be issued by resolution of our Board of Directors at any time without any action of the stockholders. The Board of Directors may issue the preferred stock in one or more series and fix the designation and relative powers. These include voting powers, preferences, rights, qualifications, limitations, and restrictions of each series. The issuance of any such series may have an adverse effect on the rights of holders of common stock and may impede the completion of a merger, tender offer, or other takeover attempt. COMMON STOCK. Our Certificate of Incorporation authorizes 480,000,000 shares of common stock, par value $0.10 per share. Subject to the rights of preferred stock, which may from time to time be outstanding, holders of common stock are entitled to receive dividends out of funds legally available, when and if declared by the Board of Directors, and to receive their share of the net assets of the company legally available for distribution upon liquidation or dissolution. For each share of common stock held, stockholders are entitled to one vote on each matter to be voted on by the stockholders, including the election of directors. Holders of common stock are not entitled to cumulative voting. The stockholders do not have preemptive rights. All outstanding shares of common stock are fully paid and nonassessable. STOCK AWARD PLANS. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized within personnel expenses in our consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands): 2020 2019 2018 Stock options $ 20,162 $ 16,073 $ 23,374 Stock awards 20,985 20,170 61,826 Company expense on ESPP discount 2,848 2,840 2,591 Total stock-based compensation expense $ 43,995 $ 39,083 $ 87,791 On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan (the "Plan") to increase the number of shares authorized for award by 4,000,000 shares. The Plan allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. At the time our shareholders approved adding additional shares to the plan, a maximum of 17,041,803 shares are available to be granted under this plan. Approximately 2,985,595 shares were available for stock awards under this plan as of December 31, 2020. Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash, generally become available again for issuance under the plan. We have awarded stock options to certain key employees that vest primarily based on their continued employment. The value of these awards is established by the market price on the date of the grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model and is being expensed over the vesting period of the award. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants. The following schedule summarizes stock option activity in the plans. All outstanding unvested options as of December 31, 2020, relate to time-based grants from 2015 through 2019. Options Weighted Aggregate Average Outstanding at December 31, 2019 7,050,192 $ 75.40 $ 44,067 6.4 Grants 1,661,196 72.74 Exercised (1,420,655) 67.29 Forfeitures (29,893) 77.59 Outstanding at December 31, 2020 7,260,840 $ 76.37 $ 127,065 6.6 Vested at December 31, 2020 4,469,665 $ 74.29 5.6 Exercisable at December 31, 2020 4,469,665 $ 74.29 5.6 As of December 31, 2020, unrecognized compensation expense related to stock options was $42.9 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment. Additional potential dilutive stock options totaling 2,455,138 for 2020 have been excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock). Information on the intrinsic value of options exercised is as follows (in thousands): 2020 $ 38,551 2019 15,862 2018 16,209 The following table summarizes these unvested stock option grants as of December 31, 2020: First Vesting Date Last Vesting Date Options Weighted Unvested Options December 31, 2017 December 31, 2021 1,236,538 $ 12.59 236,978 December 31, 2018 December 31, 2022 1,442,952 14.24 557,792 December 31, 2019 December 31, 2023 1,155,361 20.11 682,789 December 31, 2020 December 31, 2024 1,644,977 13.86 1,313,616 5,479,828 $ 14.99 2,791,175 Determining Fair Value We estimated the fair value of stock options granted using the Black-Scholes option pricing model. We estimate the fair value of restricted shares and units using the Black-Scholes option pricing model-protective put method. A description of significant assumptions used to determine the risk-free interest rate, dividend yield, expected volatility, and expected term are as follows: Risk-Free Interest Rate -The risk-free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues at the date of grant with a term equal to the expected term. Dividend Yield- The dividend yield assumption is based on our history of dividend payouts. Expected Volatility -Expected volatility was determined based on the implied volatility of traded options of our stock and the historical volatility of our stock price. Expected Term - Expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience and anticipated future exercise patterns, giving consideration to the contractual terms of unexercised stock-based awards. The fair value per option was estimated using the Black-Scholes option pricing model with the following assumptions: 2020 Grants 2019 Grants 2018 Grants Weighted-average risk-free interest rate 1.6% 2.1% 3.1% Expected dividend yield 2.5% 2.0% 2.0% Weighted-average volatility 23% 25% 25% Expected term (in years) 8.91 6.08 6.08 Weighted average fair value per option $ 13.88 $ 17.52 $ 20.52 STOCK AWARDS. We have awarded performance-based and time-based restricted shares and restricted stock units to certain key employees and non-employee directors. Performance-based awards are subject to certain vesting requirements over a five-year period, based on the company’s earnings growth. Time-based awards vest primarily based on the passage of time and the employee's continued employment. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 12 percent to 22 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. The following table summarizes our unvested performance-based restricted shares and restricted stock unit grants as of December 31, 2020: Number of Restricted Shares and Restricted Stock Units Weighted Average Unvested at December 31, 2019 841,793 $ 68.68 Granted 405,915 59.34 Vested — — Forfeitures (145,497) 52.70 Unvested at December 31, 2020 1,102,211 $ 67.29 The following table summarizes performance based restricted shares and restricted stock units by vesting period: First Vesting Date Last Vesting Date Performance Shares and Stock Units Weighted Average Grant Date Fair Value (1) Unvested Performance Shares and Restricted Stock Units December 31, 2017 December 31, 2021 336,217 $ 64.91 159,246 December 31, 2018 December 31, 2022 308,748 74.26 174,300 December 31, 2019 December 31, 2023 364,241 73.81 364,241 December 31, 2020 December 31, 2024 404,424 59.34 404,424 1,413,630 $ 67.65 1,102,211 ________________________________ (1) Amount shown is the weighted average grant date fair value of performance-based restricted shares and restricted stock units granted, net of forfeitures. We granted an additional 280,255 performance-based restricted stock units on February 3, 2021. These awards had a weighted average grant date fair value of $74.76 and will vest over a three-year period with a first vesting date of December 31, 2021. The following table summarizes our unvested time-based restricted share and restricted stock unit grants as of December 31, 2020: Number of Restricted Weighted Average Unvested at December 31, 2019 614,441 $ 68.76 Granted 337,828 59.26 Vested (304,334) 63.69 Forfeitures (49,896) 65.67 Unvested at December 31, 2020 598,039 $ 60.24 We granted an additional 619,689 time-based restricted stock units on February 3, 2021. These awards had a weighted average grant date fair value of $71.28 and will vest over a three-year period with a first vesting date of December 31, 2021. A summary of the fair value of stock awards vested (in thousands): 2020 $ 20,985 2019 20,170 2018 61,826 As of December 31, 2020, there was unrecognized compensation expense of $113.1 million related to previously granted stock awards. The amount of future expense to be recognized will be based on the company’s earnings growth and the continued employment of certain key employees. EMPLOYEE STOCK PURCHASE PLAN. Our 1997 Employee Stock Purchase Plan allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of the quarter discounted by 15 percent. Shares are vested immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands): Shares Purchased Aggregate Cost Expense Recognized 2020 236,062 $ 16,146 $ 2,848 2019 224,596 16,093 2,840 2018 191,823 14,682 2,591 SHARE REPURCHASE PROGRAMS. During 2013, our Board of Directors authorized a share repurchase program that allows the Company to repurchase 15,000,000 shares. That program was completed in September 2018. In May 2018, the Board of Directors authorized a share repurchase program that allows the Company to repurchase 15,000,000 shares of our common stock. The activity under these authorizations is as follows (dollar amounts in thousands): Shares Repurchased Total Value of Shares 2018 Repurchases 3,319,077 $ 303,492 2019 Repurchases 3,434,102 306,444 2020 Repurchases 2,542,915 182,745 As of December 31, 2020, there were 7,789,752 shares remaining for repurchase under the current authorization. |