Astronics Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock Option and Purchase Plans

Stock Option and Purchase Plans

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK OPTION AND PURCHASE PLANS

The Company has stock option plans that authorize the issuance of options for shares of Common Stock to directors, officers and key employees. Stock option grants are designed to reward long-term contributions to the Company and provide incentives for recipients to remain with the Company. The exercise price, determined by a committee of the Board of Directors, may not be less than the fair market value of the Common Stock on the grant date. Options become exercisable over periods not exceeding ten years. The Company’s practice has been to issue new shares upon the exercise of the options.

Stock compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Vesting requirements vary for directors, officers and key employees. In general, options granted to outside directors vest six months from the date of grant and options granted to officers and key employees straight line vest over a five-year period from the date of grant.



	2015		2014		2013
Weighted Average Fair Value of the Options Granted	$	20.70	$	22.25	$	16.83

The weighted average fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:



	2015	2014	2013
Risk-free Interest Rate	1.36% – 2.10%	0.12% – 2.30%	0.88% – 2.22%
Dividend Yield	—%	—%	—%
Volatility Factor	0.40 – 0.51	0.42 – 0.52	0.51 – 0.56
Expected Life in Years	4.0 – 8.0	4.0 – 8.0	5.0 – 8.0

To determine expected volatility, the Company uses historical volatility based on weekly closing prices of its Common Stock and considers currently available information to determine if future volatility is expected to differ over the expected terms of the options granted. The risk-free rate is based on the U.S. Treasury yield curve at the time of grant for the appropriate term of the options granted. Expected dividends are based on the Company’s history and expectation of dividend payouts. The expected term of stock options is based on vesting schedules, expected exercise patterns and contractual terms.

The following table provides compensation expense information based on the fair value of stock options for the years ended December 31, 2015, 2014 and 2013:



(In thousands)	2015			2014			2013
Stock Compensation Expense	$	2,274		$	1,730		$	1,384
Tax Benefit	(177		)	(122		)	(112		)
Stock Compensation Expense, Net of Tax	$	2,097		$	1,608		$	1,272

A summary of the Company’s stock option activity and related information for the years ended December 31 is as follows:



	2015							2014							2013
(Aggregate intrinsic value in thousands)	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value			Options		Weighted Average Exercise Price		Aggregate Intrinsic Value			Options		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1	1,466,238		$	10.85	$	43,778		1,945,497		$	7.57	$	78,846		2,099,364		$	5.97	$	65,072
Options Granted	91,950		$	41.17	$	(42	)	84,905		$	42.13	$	506		96,214		$	30.92	$	581
Options Exercised	(301,710	)	$	4.89	$	(10,808	)	(560,051	)	$	4.17	$	(24,599	)	(250,081	)	$	3.08	$	(8,472	)
Options Forfeited	—		$	—	$	—		(4,113	)	$	13.16	$	(144	)	—		$	—	$	—
Outstanding at December 31	1,256,478		$	14.50	$	32,928		1,466,238		$	10.85	$	54,609		1,945,497		$	7.57	$	57,181
Exercisable at December 31	1,014,817		$	10.58	$	30,576		1,192,708		$	7.57	$	48,331		1,586,354		$	5.66	$	49,648

The aggregate intrinsic value in the preceding table represents the total pretax option holder’s intrinsic value, based on the Company’s closing stock price of Common Stock which would have been received by the option holders had all option holders exercised their options as of that date. The Company’s closing stock price of Common Stock was $40.71, $48.10 and $36.96 as of December 31, 2015, 2014 and 2013, respectively.

The weighted average fair value of options vested during 2015, 2014 and 2013 was $12.48, $7.05 and $4.50, respectively. The total fair value of options that vested during the year amounted to $1.5 million, $1.2 million and $1.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. At December 31, 2015, total compensation costs related to non-vested awards not yet recognized amounts to $4.9 million and will be recognized over a weighted average period of 2.4 years.

The following is a summary of weighted average exercise prices and contractual lives for outstanding and exercisable stock options as of December 31, 2015:



	Outstanding				Exercisable
Exercise Price Range	Shares	Weighted Average Remaining Life in Years	Weighted Average Exercise Price		Shares	Weighted Average Remaining Life in Years	Weighted Average Exercise Price
$ 3.50 - $ 5.12	458,470	3.3	$	3.86	458,470	3.3	$	3.86
$ 6.63 - $ 7.30	125,041	1.2	6.75		125,041	1.2	6.75
$10.16 - $18.03	426,869	5.6	13.51		358,240	5.4	13.51
$30.00 - $47.37	228,848	8.9	38.42		55,816	8.2	40.01
$60.68 - $60.68	17,250	9.2	60.68		17,250	9.2	60.68
	1,256,478	5.0	14.50		1,014,817	4.2	10.58

The Company established Incentive Stock Option Plans for the purpose of attracting and retaining executive officers and key employees, and to align management’s interest with those of the shareholders. Generally, the options must be exercised within ten years from the grant date and vest ratably over a five-year period. The exercise price for the options is equal to the share price at the date of grant. At December 31, 2015, the Company had options outstanding for 1,033,176 shares under the plans. At December 31, 2015, there were 587,687 options available for future grant under the plan established in 2011.

The Company established the Directors Stock Option Plans for the purpose of attracting and retaining the services of experienced and knowledgeable outside directors, and to align their interest with those of the shareholders. The options must be exercised within ten years from the grant date. The exercise price for the option is equal to the share price at the date of grant and vests six months from the grant date. At December 31, 2015, the Company had options outstanding for 223,302 shares under the plans. At December 31, 2015, there were 169,816 options available for future grant under the plan established in 2005.

In addition to the options discussed above, the Company has established the Employee Stock Purchase Plan to encourage employees to invest in Astronics Corporation. The plan provides employees the opportunity to invest up to the IRS annual maximum of approximately $21,250 in Astronics common stock at a price equal to 85% of the fair market value of the Astronics common stock, determined each October 1. Employees are allowed to enroll annually. Employees indicate the number of shares they wish to obtain through the program and their intention to pay for the shares through payroll deductions over the annual cycle of October 1 through September 30. Employees can withdraw anytime during the annual cycle, and all money withheld from the employees pay is returned with interest. If an employee remains enrolled in the program, enough money will have been withheld from the employees’ pay during the year to pay for all the shares that the employee opted for under the program. At December 31, 2015, employees had subscribed to purchase 128,802 shares at $28.82 per share. The weighted average fair value of the options was approximately $7.97, $9.66 and $6.75 for options granted during the year ended December 31, 2015, 2014 and 2013, respectively.

The fair value for the options granted under the Employee Stock Purchase Plan was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:



	2015		2014		2013
Risk-free Interest Rate	0.31	%	0.10	%	0.10	%
Dividend Yield	—	%	—	%	—	%
Volatility Factor	0.40		0.42		0.37
Expected Life in Years	1.0		1.0		1.0