Note G – Incentive Plans

The costs resulting from all share-based and cash-based incentive plans payment transactions are recognized as an expense in the Consolidated Statements of Operations using a fair value-based measurement method over the periods that the awards vest.

The 2012 Annual Incentive Plan (2012 Annual Plan) authorizes the Executive Compensation Committee (the Committee) to establish specific performance goals associated with annual cash awards that may be earned by officers, executives and certain other employees. Cash awards under the 2012 Annual Plan are determined based on the Company’s actual financial and operating results as measured against the performance goals established by the Committee. The 2012 Long-Term Incentive Plan (2012 Long-Term Plan) authorizes the Committee to make grants of the Company’s Common Stock to employees. These grants may be in the form of stock options (nonqualified or incentive), stock appreciation rights (SAR), restricted stock, restricted stock units (RSU), performance units, performance shares, dividend equivalents and other stock-based incentives. The 2012 Long-Term Plan expires in 2022. A total of 8,700,000 shares are issuable during the life of the 2012 Long-Term Plan, with annual grants limited to 1% of Common shares outstanding; allowed shares not granted in an earlier year may be granted in future years. The Company also has a 2013 Stock Plan for Non-Employee Directors (Director Plan) that permits the issuance of restricted stock, restricted stock units and stock options or a combination thereof to the Company’s Non-Employee Directors.

The Company had an Employee Stock Purchase Plan (ESPP) that permitted the issuance of Company shares during 2016 and the first six months of 2017. The ESPP terminated on June 30, 2017 and was not renewed by the Company.

In February 2017, the Committee granted stock options for 599,000 shares at an exercise price of $28.505 per share. The Black-Scholes valuation for these awards was $7.96 per option. The Committee also granted 556,000 performance-based

RSU and 282,000 time-based RSU in February 2017. The fair value of the performance-based RSU, using a Monte Carlo valuation model, ranged from $24.10 to $28.28 per unit. The fair value of time-based RSU was estimated based on the fair market value of the Company’s stock on the date of grant, which was $28.505 per share. Additionally, the Committee granted 329,400 SAR and 154,150 units of cash-settled RSU (RSUC) to certain employees. The SAR and RSUC are to be settled in cash, net of applicable income taxes, and are accounted for as liability-type awards. The initial fair value of these SAR was equivalent to the stock options granted, while the initial value of RSUC was equivalent to equity-settled restricted stock units granted. Also in February, the Committee granted 83,220 shares of time-based RSU to the Company’s Directors under the Non-Employee Director Plan. These shares vest on the third anniversary of the date of grant. The estimated fair value of these awards was $28.84 per unit on date of grant.

For all periods presented, the Company had no stock options exercised.

Amounts recognized in the financial statements with respect to share-based plans are shown in the following table:



	Nine Months Ended
	September 30,
(Thousands of dollars)		2017	2016
Compensation charged against income (loss) before tax benefit	$	28,264	35,948
Related income tax benefit recognized in income		8,695	11,796