Stock Based Compensation | 7. Stock Based Compensation The Company adopted the A. O. Smith Combined Incentive Compensation Plan (the “Plan”) effective January 1, 2007. The Plan was reapproved by stockholders on April 16, 2012. The Plan is a continuation of the A. O. Smith Combined Executive Incentive Compensation Plan which was originally approved by stockholders in 2002. The number of shares available for granting of options or share units at March 31, 2017 was 2,902,594. Upon stock option exercise or share unit vesting, shares are issued from treasury stock. Total stock based compensation expense recognized in the three months ended March 31, 2017 and 2016 was $5.9 million and $5.1 million, respectively. Stock Options The stock options granted in the three months ended March 31, 2017 and 2016 have three year pro rata vesting from the date of grant. Stock options are issued at exercise prices equal to the fair value of the Company’s Common Stock on the date of grant. For active employees, all options granted in 2017 and 2016 expire ten years after date of grant. The Company’s stock options are expensed ratably over the three year vesting period; however, included in stock option expense for the three months ended March 31, 2017 and 2016 was expense associated with the accelerated vesting of stock option awards for certain employees who either are retirement eligible or become retirement eligible during the vesting period. Stock based compensation expense attributable to stock options in the three months ended March 31, 2017 and 2016 was $2.9 million and $2.5 million, respectively. Changes in option shares, all of which relate to the Company’s Common Stock, were as follows for the three months ended March 31, 2017: Weighted-Avg. Number of Average Aggregate Outstanding at January 1, 2017 $ 21.69 2,664,333 Granted 50.16 358,150 Exercised 23.32 (222,192 ) Terminated 31.39 (1,360 ) Outstanding at March 31, 2017 25.19 2,798,931 8 years $ 72.7 Exercisable at March 31, 2017 18.68 1,911,832 7 years $ 62.1 The weighted-average fair value per option at the date of grant during the three months ended March 31, 2017 and 2016 using the Black-Scholes option-pricing model was $13.04 and $7.89, respectively. Assumptions were as follows: Three Months Ended March 31, 2017 2016 Expected life (years) 5.7 5.8 Risk-free interest rate 2.4 % 1.7 % Dividend yield 1.0 % 1.3 % Expected volatility 26.5 % 27.8 % The expected lives of options for purposes of these models are based on historical exercise behavior. The risk-free interest rates for purposes of these models are based on the U.S. Treasury yield curve in effect on the date of grant for the respective expected lives of the option. The expected dividend yields for purposes of these models are based on the dividends paid in the preceding four quarters divided by the grant date market value of the Common Stock. The expected volatility for purposes of these models are based on the historical volatility of the Common Stock. Stock Appreciations Rights (SARs) Certain non-U.S.-based Restricted Stock and Share Units Participants may also be awarded shares of restricted stock or share units under the Plan. The Company granted 107,755 and 155,154 share units under the plan in the three months ended March 31, 2017 and 2016, respectively. The share units were valued at $5.4 million and $4.9 million at the date of issuance in 2017 and 2016, respectively, based on the price of the Company’s Common Stock at the date of grant. The share units are recognized as compensation expense ratably over the three-year vesting period; however, included in share unit expense in the three months ended March 31, 2017 and 2016 was expense associated with accelerated vesting of share unit awards for certain employees who either are retirement eligible or will become retirement eligible during the vesting period. Stock based compensation expense attributable to share units of $3.0 million and $2.6 million was recognized in the three months ended March 31, 2017 and 2016, respectively. Certain non-U.S.-based employees receive the cash value of vested shares at the vesting date in lieu of shares. A summary of share unit activity under the plan is as follows for the three months ended March 31, 2017: Number of Units Weighted-Average Issued and unvested at January 1, 2017 544,055 $ 27.35 Granted 107,755 50.16 Vested (213,273 ) 23.24 Forfeited (2,060 ) 31.22 Issued and unvested at March 31, 2017 436,477 34.97 |