Stock-Based Compensation | Stock-Based Compensation We have established and maintain an Omnibus Incentive Plan (2008 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards and other stock-based and cash-based awards. The 2008 Plan is administered by the Compensation and Management Development Committee of the Board of Directors. The aggregate number of shares of common stock originally authorized for grant under the 2008 Plan was 2,900,000 . In February 2011 and February 2014, shareholders approved an increase of the aggregate shares available for grant by 2,400,000 shares and 2,350,000 shares, respectively. Any officer, key employee and/or non-employee director is eligible for awards under the 2008 Plan. Historically, our practice has been to grant stock options and restricted stock units to non-employee directors on the last business day of each fiscal year, with an additional grant of options to each director on the date of his or her first anniversary of service. In May 2015, the Nominating & Corporate Governance Committee of our Board of Directors changed the annual grant to our directors to a grant of restricted stock units on the first day of the new fiscal year, November 1, eliminating the grant of stock options to the directors. Once approved by the Compensation & Management Development Committee of our Board of Directors in December, we grant stock options, restricted stock awards, restricted stock units and/or performance shares to officers, management and key employees. Occasionally, we may make additional grants to key employees at other times during the year. Restricted Stock Awards Restricted stock awards are granted to key employees and officers annually, and typically cliff vest over a three -year period with service and continued employment as the only vesting criteria. The recipient of the restricted stock awards is entitled to all of the rights of a shareholder, except that the awards are nontransferable during the vesting period. The fair value of the restricted stock award is established on the grant date and then expensed over the vesting period resulting in an increase in additional paid-in-capital. Shares are generally issued from treasury stock at the time of grant. A summary of non-vested restricted stock awards activity during the nine months ended July 31, 2015 is presented below: Restricted Stock Awards Weighted Average Grant Date Fair Value per Share Non-vested at October 31, 2014 220,800 $ 17.42 Granted 118,800 11.74 Cancelled (12,600 ) 19.57 Vested (33,500 ) 15.08 Non-vested at July 31, 2015 293,500 $ 15.29 The total weighted average grant-date fair value of restricted stock awards that vested during each of the nine -month periods ended July 31, 2015 and 2014 was $0.5 million , respectively. As of July 31, 2015 , total unrecognized compensation cost related to unamortized restricted stock awards was $1.8 million . We expect to recognize this expense over the remaining weighted average vesting period of 1.3 years . Stock Options Historically, stock options have been awarded to key employees, officers and non-employee directors. Director stock options vest immediately while employee and officer stock options typically vest ratably over a three -year period with service and continued employment as the vesting conditions. Our stock options may be exercised up to a maximum of ten years from the date of grant. The fair value of the stock options is determined on the grant date and expensed over the vesting period resulting in an increase in additional paid-in-capital. We use a Black-Scholes pricing model to estimate the fair value of stock options. A description of the methodology for the valuation assumptions was disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2014 . The following table provides a summary of assumptions used to estimate the fair value of our stock options issued during the nine -month periods ended July 31, 2015 and 2014 . Nine Months Ended July 31, 2015 2014 Weighted-average expected volatility 47.7% 55.7% Weighted-average expected term (in years) 5.6 5.8 Risk-free interest rate 1.6% 1.8% Expected dividend yield over expected term 1.0% 1.0% Weighted average grant date fair value $8.40 $8.51 The following table summarizes our stock option activity for the nine months ended July 31, 2015 : Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (000s) Outstanding at October 31, 2014 2,588,389 $ 16.21 Granted 123,900 20.28 Exercised (281,967 ) 15.28 Forfeited/Expired (19,168 ) 19.71 Outstanding at July 31, 2015 2,411,154 $ 16.50 5.5 $ 9,002 Vested or expected to vest at July 31, 2015 2,388,996 $ 16.47 5.5 $ 8,985 Exercisable at July 31, 2015 2,028,349 $ 15.98 5.0 $ 8,558 Intrinsic value is the amount by which the market price of the common stock on the date of exercise exceeds the exercise price of the stock option. The total intrinsic value of stock options exercised during the nine months ended July 31, 2015 and 2014 was $1.2 million and $2.7 million , respectively. The weighted-average grant date fair value of stock options that vested during the nine months ended July 31, 2015 and 2014 was $2.8 million and $3.5 million , respectively. As of July 31, 2015 , total unrecognized compensation cost related to stock options was $1.8 million . We expect to recognize this expense over the remaining weighted average vesting period of 1.2 years . Restricted Stock Units Restricted stock units may be awarded to key employees and officers from time to time, and annually to non-employee directors. The director restricted stock units vest immediately but are payable only upon the director's cessation of service, whereas restricted stock units awarded to employees and officers typically cliff vest after a three -year period with service and continued employment as the vesting conditions. Restricted stock units are not considered outstanding shares and do not have voting rights, although the holder does receive a cash payment equivalent to the dividend paid, on a one-for-one basis, on our outstanding common shares. Once the criteria is met, each restricted stock unit is payable to the holder in cash based on the market value of one share of our common stock. Accordingly, we record a liability for the restricted stock units on our balance sheet and recognize any changes in the market value during each reporting period as compensation expense. The following table summarizes non-vested restricted stock unit activity during the nine months ended July 31, 2015 : Restricted Stock Units Weighted Average Non-vested at October 31, 2014 83,500 $ 15.08 Vested (83,500 ) 15.08 Non-vested at July 31, 2015 — $ — During the nine -month periods ended July 31, 2015 and 2014, we paid $1.7 million and $0.5 million , respectively, to settle certain restricted stock units. Performance Share Awards Historically, we have granted performance units to key employees and officers annually. These awards cliff vest after a three -year period with service and performance measures such as relative total shareholder return and earnings per share growth as vesting conditions. These awards were treated as a liability and marked to market based upon our assessment of the achievement of the performance measures, with the assistance of third-party compensation consultants. For the annual grants which occurred in December 2014 and 2013, we granted performance shares rather than performance units. These performance share awards have the same performance measures (relative total shareholder return and earnings per share growth). However, the number of shares earned is variable depending on the metrics achieved, and the settlement method is 50% in cash and 50% in our common stock. To account for these awards, we have bifurcated the portion subject to a market condition (relative total shareholder return) and the portion subject to an internal performance measure (earnings per share growth). We have further bifurcated these awards based on the settlement method, as the portion expected to settle in stock (equity component) and the portion expected to settle in cash (liability component). To value the shares subject to the market condition, we utilized a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will be expensed over the three-year term of the award with a credit to additional paid-in-capital. To value the shares subject to the internal performance measure, we used the value of our common stock on the date of grant as the grant-date fair value per share. This amount is being expensed over the three -year term of the award, with a credit to additional paid-in-capital, and could fluctuate depending on the number of shares ultimately expected to vest based on our assessment of the probability that the performance conditions will be achieved. For both performance conditions, the portion of the award expected to settle in cash is recorded as a liability and is being marked to market over the three -year term of the award, and can fluctuate depending on the number of shares ultimately expected to vest. In conjunction with the annual grants in December 2014 and 2013, we awarded 137,400 and 155,800 performance shares, respectively, of which 0% to 200% of these shares may ultimately vest, depending on the achievement of the performance conditions. During 2015, 9,200 of the performance shares issued in December 2013 and 8,200 of the performance shares issued in December 2014 were forfeited. During 2014, 7,000 of the performance shares issued in December 2013 were forfeited. For the three- and nine -month periods ended July 31, 2015 and 2014, we have recorded $0.4 million and $1.2 million , respectively, and $0.2 million $1.0 million , respectively, of compensation expense related to these performance share awards. Performance share awards are not considered outstanding shares and do not have voting rights, although dividends are accrued over the performance period and will be payable in cash based upon the number of performance shares ultimately earned. The performance shares are excluded from the diluted weighted-average shares used to calculate earnings per share until the performance criteria is probable to result in the issuance of contingent shares. Treasury Shares On September 5, 2014, our Board of Directors cancelled our existing stock repurchase program and approved a new stock repurchase program authorizing us to use up to $75.0 million to repurchase shares of our common stock. For the period from September 5, 2014 through October 31, 2014, we purchased 1,316,326 shares at a cost of $24.2 million under the new program. During the nine months ended July 31, 2015, we purchased an additional 2,675,903 shares at a cost of $50.8 million . From inception of the program, we purchased 3,992,229 shares at a cost of $75.0 million . We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Shares are generally issued from treasury stock at the time of grant of restricted stock awards, and upon the exercise of stock options and upon the issuance of performance shares. On the subsequent issuance of treasury shares, we record proceeds in excess of cost as an increase in additional paid in capital. A deficiency of such proceeds relative to costs would be applied to reduce paid-in-capital associated with prior issuances to the extent available, with the remainder recorded as a charge to retained earnings. We recorded a charge to retained earnings of $0.7 million in the nine months ended July 31, 2015. The following table summarizes the treasury stock activity during the nine months ended July 31, 2015 : Nine Months Ended July 31, 2015 Beginning balance as of November 1, 2014 1,417,700 Restricted stock awards granted (118,800 ) Stock options exercised (281,967 ) Shares purchased 2,675,903 Balance at end of period 3,692,836 |