Stock Based Compensation

The Company records compensation expense using the applicable accounting guidance for share-based payments related to stock options, restricted stock, restricted stock units, performance vesting and market vesting awards granted to directors and employees. Compensation expense for share-based awards is recorded straight line over the required service period, based on the fair value of the award, although with respect to performance-vested awards, this is subject to an assessment of the likelihood of reaching performance levels included in the programs. The grant date fair value per share of market-vested awards already reflects the probability of achieving the market condition, and is therefore used to record expense regardless of actual achievement.

Stock Options

Stock options to purchase the Company's common stock are granted to employees and directors, upon approval by the Company's Board of Directors, with an exercise price equal to the fair market value of the stock on the date of grant. Options generally become exercisable in three years, in equal installments beginning one year from the date of grant, and generally expire 10 years from the date of grant. Options to acquire 6,050 shares of stock were granted during the first quarter of 2013. There were no stock options granted in the first quarter of 2014. Compensation expense associated with all outstanding stock option awards was $0.4 million and $0.5 million in the first quarters of 2014 and 2013, respectively.

Stock option activity for 2014, under all of the Company's incentive plans, is summarized in the following table:



	Shares subject to option		Weighted average exercise price per share		Aggregate intrinsic value (in millions)
Outstanding at December 28, 2013	2,360,275			$44.16
Granted	—		—
Expired / Forfeited	(1,067	)	57.01
Exercised	(168,953	)	28.33
Outstanding at March 29, 2014	2,190,255			$45.37		$81.6
Exercisable at March 29, 2014	1,625,382			$37.12		$73.3

The intrinsic value of options exercised totaled $8.4 million and $24.4 million in the first quarters of 2014 and 2013, respectively. The average remaining contractual life on outstanding and exercisable stock options was 6.1 years and 5.2 years, respectively.

Restricted Stock, Restricted Stock Units, Performance Vested and Market Vested Awards

The Company has time-vested, performance-vested and market-vested awards which typically have initial vesting periods ranging from one to six years. Compensation expense associated with restricted stock and restricted stock units is equal to the market value of the Company's common stock on the date of grant, and for time-vested awards, is recorded straight-line over the required service period. For performance-vested awards, expense is recorded over the required service period, subject to a probability assessment of achieving the performance criteria. The grant date fair value per share of market-vested awards already reflects the probability of achieving the market condition, and is therefore used to record expense regardless of actual achievement.

The Company granted 49,410 and 64,725 performance-vested award shares under its performance share program in March 2014 and February 2013, respectively. The Company's performance-vested awards provide incentive opportunity based on the overall success of the Company over a three year performance period, as reflected through a measure of diluted earnings per share in 2014 and 2013 and also cash flows with respect to the 2013 award.

In March 2014, the Company also granted 16,470 market-vested award shares. These awards provide incentive opportunity based on the relative total shareholder return ("rTSR") of the Company's common stock against a group of companies composed of the S&P 400 Mid-cap Consumer Discretionary index and the Company's 2014 Compensation Peer Group (collectively, the "Comparative Group") over a three year period. As the rTSR grant has a market condition, the fair value per share of $70.85 was determined using a Monte-Carlo simulation. The Monte-Carlo simulation estimated the fair value based on the Company's share price activity between the beginning of the year and the grant date relative to the Comparative Group, expected term of the award, risk-free interest rate, expected dividends, and the expected volatility of the Company and the Comparative Group. There were no awards granted of this type in 2013.

The incentive program for the performance and market-vested awards are based upon a pre-defined number of share units. The actual number of performance and market-vested shares ultimately earned can vary from zero to 150 percent of target depending on the Company's achievement under the terms of the grants. The payouts, if earned, will be settled in Tupperware common stock after the end of the three year performance period.

In the first quarters of 2014 and 2013, the Company granted 4,000 and 36,180 shares of time-vested restricted stock units with average fair values of $92.97 and $78.74 per share, respectively, that vest three years from the date of grant. In addition, the Company granted 50,000 shares of restricted stock units with a grant date fair value of $77.66 per share which will cliff vest on December 29, 2017.

In the first quarter of 2013, the Company granted 1,300 shares of time-vested restricted stock units with an average fair value $77.52 per share that provide for vesting three years from the date of grant. No such shares were granted during the first quarter of 2014.

For the first quarters of 2014 and 2013, compensation expense associated with all employee and director restricted stock and restricted stock unit awards outstanding, including performance and market-vested shares, was $4.6 million and $4.1 million, respectively.

Restricted stock, restricted stock units, performance-vested and market-vested share award activity for 2014 under all of the Company's incentive plans is summarized in the following table:



	Shares outstanding		Weighted average grant date fair value
December 28, 2013	813,732			$51.92
Granted	119,880		79.08
Performance share adjustments	22,855		76.99
Vested	(267,984	)	41.35
Forfeited	(2,955	)	69.23
March 29, 2014	685,528			$61.54

The fair value of performance-vested awards, restricted stock and restricted stock units vested in the first quarters of 2014 and 2013 was $21.3 million and $6.9 million, respectively.

As of March 29, 2014, total unrecognized stock based compensation expense related to all stock based awards was $30.6 million, which is expected to be recognized over a weighted average period of 2.3 years.