STOCK-BASED COMPENSATION

Stock-based compensation expense recorded in the Condensed Consolidated Statements of Income/(Loss) was $6.1 million and $5.3 million for the second quarters of 2017 and 2016, respectively. Stock-based compensation expense recorded in the Condensed Consolidated Statements of Income/(Loss) was $8.6 million and $19.5 million for the first six months of 2017 and 2016, respectively. On April 11, 2017, Carl E. Lee, Jr. retired from his positions as President and Chief Executive Officer and a member of the Board of Directors of our Company, as well as from his positions as an officer and/or director of each of our subsidiaries. As part of Mr. Lee's retirement agreement, certain of his stock based compensation awards were modified, which resulted in the recognition of an additional $3.4 million of stock-based compensation expense during the second quarter and first six months of 2017. During 2016, the acquisition of Diamond Foods resulted in a significant amount of prior Diamond Foods stock-based compensation awards converting to replacement Snyder's-Lance awards. Within transaction and integration related expenses on the Condensed Consolidated Statements of Income/(Loss), we recognized $2.8 million in stock-based compensation expense for the second quarter of 2016 and $15.1 million in stock-based compensation expense and $1.0 million in cash compensation expense in the first six months of 2016 from replacement awards that vested due to acceleration clauses within employment agreements with former Diamond Foods executives.

During the first six months of 2017, we issued and/or modified 987,922 stock options (this includes the shares modification discussed above) at a weighted average exercise price of $36.73 per share, 111,008 restricted shares, 72,797 performance-based restricted units and 28,482 restricted units to employees and directors. During the first six months of 2016, we issued 1,090,823 stock options at a weighted average exercise price of $30.71 per share, 118,477 restricted shares, 81,999 performance-based restricted units and 28,393 restricted units to employees and directors.

We account for option awards based on the fair value-method using the Black-Scholes model. The following assumptions were used to determine the weighted average fair value of options granted and/or modified during the first six months of 2017 (inclusive of those issued to our recently appointed President and Chief Executive Officer):



	Six Months Ended July 1, 2017
Assumptions used in Black-Scholes pricing model:
Expected dividend yield	1.61		%
Risk-free interest rate	1.69		%
Expected life	4.0 years
Expected volatility	19.54		%
Fair value per share of options granted	$	7.41

The fair value of the performance-based restricted units issued during the first six months of 2017 was determined using a Monte Carlo simulation.

To cover withholding taxes payable by employees upon the vesting of restricted shares, in the second quarter and first six months of 2017, we repurchased 12,496 and 41,199 shares of common stock, respectively. For the second quarter of 2016, we repurchased 43 shares of common stock for the vesting of Snyder's-Lance employee incentive awards and 10,229 shares for the vesting of replacement awards converted from prior Diamond Foods awards. For the first six months of 2016, we repurchased 22,759 shares of common stock for the vesting of Snyder's-Lance employee incentive awards and 68,986 shares for the vesting of replacement awards converted from prior Diamond Foods awards.

In addition, we recorded $1.1 million and $1.0 million in incentive compensation expense for our performance-based cash incentive plans for the second quarters of 2017 and 2016, respectively. We recorded $0.3 million and $1.2 million in incentive compensation expense for the first six months of 2017 and 2016, respectively.