Share-Based Compensation | NOTE G – SHARE-BASED COMPENSATION The 1999 Stock Option Plan Activity in the Company’s 1999 Stock Option Plan for the three months ended March 31, 2016 was as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2016 12,000 $ 41.44 Granted 0 $ 0.00 Exercised 0 $ 0.00 Forfeited 0 $ 0.00 Outstanding (exercisable and vested) at March 31, 2016 12,000 $ 41.44 1.6 $ 7 There were no stock options exercised during the three months ended March 31, 2016 or 2015. The Company recorded no compensation expense related to stock options for either the three months ended March 31, 2016 and 2015 as all options were fully vested. 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, restricted shares and restricted share units. The purpose of this LTIP is to give the Company 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. The total number of Company 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 units and 100,000 common shares have been reserved for stock options. The LTIP expires on April 17, 2018. Restricted Share Units For the regular annual grants, all of the participants except the CEO, a portion of the restricted share units (RSUs) 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 regular annual RSUs are subject to vesting based upon the Company’s performance over a three-year period. The RSUs are offered at no cost to the employees; however, the participant must remain employed with the Company until the restrictions on the RSUs lapse. The fair value of RSUs is based on the market price of a common share on the grant date. The Company currently estimates that no time-based RSUs will be forfeited. Dividends declared are accrued in cash. A summary of the RSUs for the three months ended March 31, 2016 is as follows: Restricted Share Units Performance Service Total Weighted-Average Nonvested as of January 1, 2016 91,603 10,872 102,475 $ 53.88 Granted 79,241 9,901 89,142 33.73 Vested 0 0 0 0.00 Forfeited 0 0 0 0.00 Nonvested as of March 31, 2016 170,844 20,773 191,617 $ 44.51 For time-based RSUs, 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 Statements of Consolidated Income. Compensation expense related to the time-based RSUs for the three months ended March 31, 2016 and 2015 was $.1 million for each period. As of March 31, 2016, there was $.6 million of total unrecognized compensation cost related to time-based RSUs that is expected to be recognized over the weighted-average remaining period of approximately 2.2 years. For the performance-based RSUs, the number of RSUs in which the participants will vest depends on the Company’s level of performance measured by growth in pre-tax 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 months ended March 31, 2016 and 2015 was $.3 million and $.4 million, respectively. During the three months ended March 31, 2015, a $.4 million reduction in performance-based compensation expense was recorded related to the 2014 performance-based RSU grant, due to changes in estimates for growth in sales and pre-tax income. As of March 31, 2016, the remaining performance-based RSUs compensation expense of $3.2 million is expected to be recognized over a period of approximately 2.5 years. The excess tax benefits from time and performance-based RSUs for the three months ended March 31, 2016 and 2015, was less than $.1 million for each period, as reported on the Statements of Consolidated Cash Flows in financing activities, and represents the reduction in income taxes otherwise payable during the period, attributable to the actual gross tax benefits in excess of the expected tax benefits for RSUs vested in the current period. In the event of a Change in Control (as defined in the LTIP), vesting of the RSUs 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 RSU awards, the Company has reserved new shares from its authorized but unissued shares. Any additional granted awards will also be issued from the Company’s authorized but unissued shares. Under the LTIP, there are 223,256 common shares currently available for additional RSU 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 common shares 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 or RSUs 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 March 31, 2016, 296,326 shares have been deferred and are being held by the rabbi trust. Share Option Awards The LTIP plan permits the grant of 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 March 31, 2016, there were 11,000 shares remaining available for issuance under the LTIP. Options issued to date 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 utilizes the Black-Scholes option pricing model for estimating fair values of options. The Black-Scholes model requires assumptions regarding the volatility of the Company’s stock, the expected life of the stock award and the Company’s dividend yield. The Company utilizes historical data in determining these assumptions. 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 no options granted for the three months ended March 31, 2016 and 2015, respectively. Activity in the Company’s LTIP plan for three months ended March 31, 2016 was as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2016 56,250 $ 55.30 Granted 0 $ 0.00 Exercised 0 $ 0.00 Forfeited (3,000 ) $ 71.62 Outstanding (vested and expected to vest) at March 31, 2016 53,250 $ 54.38 6.5 $ 0 Exercisable at March 31, 2016 30,500 $ 58.24 7.3 $ 0 For the three months ended March 31, 2016 and 2015, the Company recorded compensation expense related to the stock options currently vesting of less than $.1 million and $.1 million, respectively. The total compensation cost related to nonvested awards not yet recognized at March 31, 2016 is expected to be $.3 million over a weighted-average period of approximately 1.8 years. |