16. Employee Stock-Based Compensation

2014 Plan

On March 28, 2014, we adopted the 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) whereby equity-based awards may be granted by the Board to eligible non-employee directors, selected officers and other employees, advisors and consultants of ours. On May 7, 2014, our stockholders approved the 2014 Plan.

2014 Omnibus Equity Incentive Plan

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total number of shares of common stock available for grant thereunder, 1,500,000,

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sets forth the types of awards eligible under the plan, including issuances of options, share appreciation rights, restricted shares, restricted share units, share bonuses, other share-based awards and cash awards, and

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set forth 1,500,000 as the maximum number of shares that may be made subject to awards in any calendar year to any “covered employee” (within the meaning of Section 162(m) of the Internal Revenue Code).

There were 827,142 shares available for grant under the 2014 Plan at December 30, 2017.

2006 Plan

On June 5, 2006, we adopted the 2006 Equity Incentive Plan (the “2006 Plan”) under which equity-based awards could be granted by the Board to eligible non-employee directors, selected officers and other employees, advisors and consultants of ours. On April 6, 2010, our stockholders approved the PGT Innovations, Inc. (formerly PGT, Inc.) Amended and Restated 2006 Equity Incentive Plan (the “Amended and Restated 2006 Equity Incentive Plan”). With the adoption of the 2014 Plan effective on March 28, 2014, no further shares will be granted and, therefore, no shares are available under the Amended and Restated 2006 Equity Incentive Plan.

New Issuances

During 2017, we issued a total of 291,173 shares of restricted stock awards to certain directors, executives and non-executive employees of the Company, all from the 2014 Plan. The restrictions on these awards lapse at various time periods through 2019 and had a weighted average fair value on the dates of the grants of $10.47 as described below.

On March 3, 2017, we issued 251,474 shares of restricted stock to certain executive and non-executive employees of the Company. The final number of shares awarded under the issuance on March 3, 2017, is subject to adjustment based on the performance of the Company for the 2017 fiscal year and will become final after December 30, 2017. The performance criteria, as defined in the share awards, provided for a graded awarding of shares based on the percentage by which the Company meets earnings before interest and taxes, as defined, in our 2017 business plan. The percentages, ranging from less than 80% to greater than 120%, provide for the awarding of shares ranging from 0% to 150% of the target amount and only related to half of the initial March 3, 2017, issuance of 251,474 shares, or 125,737 shares. The final award is also affected by forfeitures upon the termination of a grantee’s employment with the Company. The remaining 125,737 shares from the March 3, 2017, issuance were not subject to adjustment based on any performance or other criteria. The grant date fair value of the March 3, 2017, award was $10.20 per share.

On May 19, 2017, we issued a total of 34,699 shares of restricted stock awards to the seven board members of the Company as the non-cash portion of their annual compensation for participation on the Company’s Board of Directors. The restrictions on these awards lapse in one year, and have a weighted average fair value on date of grant of $11.60 based on the New York Stock Exchange market price of the common stock on the close of business on the day the awards were granted.

The compensation cost that was charged against income for stock compensation plans was $1.9 million, $1.9 million and $1.8 million, respectively, for the years ended December 30, 2017, December 31, 2016, and January 2, 2016, and is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. See Notes 3 and 11 for a discussion of our adoption of ASU 2016-09, and excess income tax benefits for the three years ended December 30, 2017.

Stock Options

A summary of the status of our stock options as of December 30, 2017, and changes during the year then ended, is presented below:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Life
Outstanding at December 31, 2016		2,624,950		$	2.08
Exercised		(470,622	)	$	2.00

Outstanding at December 30, 2017		2,154,328		$	2.09		2.4

Exercisable at December 30, 2017		2,146,328		$	2.06		2.4

The following table summarizes information about employee stock options outstanding at December 30, 2017, (dollars in thousands, except share and per share amounts):


Exercise Price	Remaining Contractual Life		Outstanding		Outstanding Intrinsic Value		Exercisable		Exercisable Intrinsic Value
$1.98-$2.31		2.2 Years		2,134,328	$	31,688		2,134,328	$	31,688
$11.81		6.2 Years		20,000		101		12,000		60

			2,154,328		$31,789		2,146,328		$31,748

The aggregate intrinsic value of options outstanding and of options exercisable as of December 31, 2016, was $24.6 million and $24.6 million, respectively. The aggregate intrinsic value of options outstanding and of options exercisable as of January 2, 2016, was $29.7 million and $29.5 million, respectively. The total grant date fair value of options vested during the years ended December 30, 2017, December 31, 2016, and January 2, 2016, was $29 thousand, $32 thousand and $1.2 million, respectively.

For the year ended December 30, 2017, we received approximately $0.9 million in proceeds from the exercise of 470,622 options for which we recognized $1.8 million in excess tax benefits as a discrete item of income tax expense. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2017, was $5.1 million. For the year ended December 31, 2016, we received approximately $1.0 million in proceeds from the exercise of 537,364 options for which we recognized $1.9 million in excess tax benefits through additional paid in capital. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2016, was $5.1 million. For the year ended January 2, 2016, we received $2.2 million in proceeds from the exercise of 1,033,750 options for which we recognized $3.8 million in excess tax benefits through additional paid in capital. The aggregate intrinsic value of stock options exercised during the year ended January 2, 2016, was $10.8 million.

Restricted Share Awards

There were 291,173 restricted share awards granted in the year ended December 30, 2017, which will vest at various time periods through 2020.

A summary of the status of restricted share awards as of December 30, 2017, and changes during the year then ended, are presented below:


	Number of Shares			Weighted Average Fair Value
Outstanding at December 31, 2016		426,302		$	10.05
Granted		291,173		$	10.47
Vested		(179,679	)	$	10.60
Forfeited/Performance adjustment		(141,682	)	$	9.40

Outstanding at December 30, 2017		396,114		$	10.35

As of December 30, 2017, the remaining compensation cost related to non-vested share awards was $1.6 million which is expected to be recognized in earnings using an accelerated method resulting in higher levels of compensation costs occurring in earlier periods over a weighted average period of 1.4 years.