Incentive Compensation Plans

On May 12, 2010, the shareholders of the Company approved the adoption of the Tupperware Brands Corporation 2010 Incentive Plan (the “2010 Incentive Plan”). The 2010 Incentive Plan provides for the issuance of cash and stock-based incentive awards to employees, directors and certain non-employee participants. Stock-based awards may be in the form of stock options, restricted stock, restricted stock units, performance vesting and market vesting awards. Under the plan, awards that are canceled or expire are added back to the pool of available shares. When the 2010 Incentive Plan was approved, the number of shares of the Company's common stock available for stock-based awards under the plan totaled 4,750,000, plus remaining shares available for issuance under the Tupperware Brands Corporation 2006 Incentive Plan and the Tupperware Brands Corporation Director Stock Plan. Shares may no longer be granted under these plans. The total number of shares available for grant under the 2010 Incentive Plan as of December 27, 2014 was 2,715,403.

Under the 2010 Incentive Plan, non-employee directors receive one-half of their annual retainers in the form of stock and may elect to receive the balance of their annual retainers in the form of stock or cash. In addition, each non-employee director is eligible to receive a stock award in such form, at such time and in such amount as may be determined by the Nominating and Governance Committee of the Board of Directors.

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. The fair value of the Company's stock options is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used in the last three years:



	2014		2013		2012
Dividend yield	3.3	%	2.9	%	2.5	%
Expected volatility	40	%	41	%	39	%
Risk-free interest rate	2.1	%	2.0	%	1.2	%
Expected life	7 years		7 years		8 years

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	332,210		64.02
Expired/Forfeited	(5,711	)	78.49
Exercised	(494,638	)	35.88
Outstanding at December 27, 2014	2,192,136			$48.95		$37.0
Exercisable at December 27, 2014	1,583,642			$41.54		$36.6

The intrinsic value of options exercised during 2014, 2013 and 2012 totaled $20.4 million, $38.5 million and $23.5 million, respectively. The average remaining contractual life on outstanding and exercisable options was 6.2 years and 5.0 years, respectively, at the end of 2014. The weighted average estimated grant date fair value of 2014, 2013 and 2012 option grants was $19.17, $27.61 and $19.73 per share, respectively.

Performance Awards, Restricted Stock and Restricted Stock Units

The Company also grants restricted stock, restricted stock units, performance-vested awards and market-vested awards to employees and directors, which typically have initial vesting periods ranging from one to three 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 determined by the market value of the Company's common stock on the grant date and the number of shares ultimately earned as described below and 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 reflect the probability of achieving the market condition, and is therefore used to record expense straight line over the performance period regardless of actual achievement.

The incentive program for the performance and market-vested awards are based upon a target number of share units, although 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 performance criteria of the grants. The payouts, if earned, will be settled in Tupperware common stock after the end of the three year performance period.

The Company's performance-vested awards, granted under its performance share plan, 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 2012 through 2014, as well as cash flow in 2013 and 2012.

In 2014, the Company began granting market-vested awards under the Company's performance share plan. 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 performance period. As the 2014 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 stock of the Company and that of the Comparative Group.

In 2014, as a result of the Company's performance, the estimated number of shares expected to vest decreased by 38,468 shares for the three performance share plans running during 2014.

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:



	Non-vested Shares outstanding		Weighted average grant date fair value
Outstanding at December 28, 2013	813,732			$51.92
Granted	237,736		72.86
Performance share adjustments	(38,468	)	77.92
Vested	(348,880	)	47.87
Forfeited	(12,271	)	70.86
Outstanding at December 27, 2014	651,849			$59.76

The fair value of restricted stock, restricted stock units and performance-vested awards that vested in 2014, 2013 and 2012 was $26.8 million, $14.8 million and $19.6 million, respectively. The weighted-average grant-date fair value per share of these awards in 2014, 2013 and 2012 was $72.86, $82.62 and $60.69, respectively.

For awards which are paid in cash, compensation expense is remeasured each reporting period based on the market value of the shares and is included as a liability on the Consolidated Balance Sheets. Shares outstanding under cash settled awards totaled 23,986, 19,099 and 7,071 shares as of December 27, 2014, December 28, 2013 and December 29, 2012, respectively. These outstanding cash settled awards had a fair value of $1.5 million, $1.8 million and $0.4 million as of December 27, 2014, December 28, 2013 and December 29, 2012, respectively.

Compensation expense associated with all employee stock-based compensation was $18.9 million, $19.5 million and $20.1 million in 2014, 2013 and 2012, respectively. The estimated tax benefit associated with this compensation expense was $6.8 million, $7.0 million and $7.2 million in 2014, 2013 and 2012, respectively. As of December 27, 2014, total unrecognized stock based compensation expense related to all stock based awards was $25.6 million, which is expected to be recognized over a weighted average period of 26 months.

Expense related to earned cash performance awards of $13.2 million, $19.4 million and $22.6 million was included in the Consolidated Statements of Income for 2014, 2013 and 2012, respectively.

The Company's Board of Directors has authorized up to $2 billion of open market share repurchases under a program that began in 2007 and expires on February 1, 2017. During 2014, 2013 and 2012, under this program, the Company repurchased 1.2 million, 4.6 million and 3.3 million shares at an aggregate cost of $84.3 million, $374.9 million and $200.0 million, respectively. Since inception of the program through December 27, 2014, the Company had repurchased 21.3 million shares at an aggregate cost of $1.29 billion.