16. STOCKHOLDERS’ EQUITY

Treasury Stock

The Company entered into a repurchase agreement, dated as of August 12, 2011 (the “August 2011 Repurchase Agreement”), to purchase shares of its common stock from the Estate of Wade F.B. Thompson (the “Estate”) in a private transaction. Pursuant to the terms of the August 2011 Repurchase Agreement, on August 15, 2011, the Company purchased from the Estate 1,000,000 shares of its common stock at a price of $20.00 per share, and held them as treasury stock, representing an aggregate purchase price of $20,000.

The closing price of Thor common stock on August 12, 2011 was $20.62. The Estate held shares of common stock of the Company previously owned by the late Wade F. B. Thompson, the Company’s co-founder and former Chief Executive Officer. At the time of the repurchase transaction, Alan Siegel, a member of the board of directors of the Company (the “Board”), served as a co-executor of the Estate. The repurchase transaction was evaluated and approved by members of the Board who are not affiliated with the Estate. The Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.8% of the Company’s issued and outstanding common stock prior to the repurchase.

The Company entered into a repurchase agreement, dated as of January 18, 2012 (the “January 2012 Repurchase Agreement”), to purchase shares of its common stock from the Estate in a private transaction. Pursuant to the terms of the January 2012 Repurchase Agreement, on January 20, 2012, the Company purchased from the Estate 1,000,000 shares of its common stock at a price of $28.50 per share, and held them as treasury stock, representing an aggregate purchase price of $28,500. The closing price of Thor common stock on January 18, 2012 was $29.34. The repurchase transaction was evaluated and approved by members of the Board who are not affiliated with the Estate. The Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.8% of the Company’s issued and outstanding common stock prior to the repurchase.

The Company also entered into separate repurchase agreements (collectively, the “Catterton Repurchase Agreements”) with each of Catterton Partners VI, L.P., Catterton Partners VI Offshore, L.P., CP6 Interest Holdings, L.L.C., and CPVI Coinvest, L.L.C. (collectively, “Catterton”), each dated as of January 18, 2012, to purchase shares of its common stock from Catterton in a private transaction. Pursuant to the terms of the Catterton Repurchase Agreements, on January 20, 2012, the Company purchased from Catterton an aggregate of 1,000,000 shares of its common stock at a price of $28.50 per share, and held them as treasury stock, representing an aggregate purchase price of $28,500. The closing price of Thor common stock on January 18, 2012 was $29.34. The Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.8% of the Company’s issued and outstanding common stock prior to the repurchase.

Stock-Based Compensation

The Board approved the Thor Industries, Inc. 2010 Equity and Incentive Plan (the “2010 Equity and Incentive Plan”) on October 25, 2010 and the 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”) on October 16, 2006. These plans were subsequently approved by shareholders at the 2010 and 2006 annual meetings, respectively. These plans are designed, among other things, to replace the Company’s 1999 Stock Option Plan (the “1999 Plan”) and the Company’s 1997 Restricted Stock Plan (the “1997 Plan”). Upon approval of the 2006 Equity Incentive Plan, the 1999 Plan and the 1997 Plan were frozen. As a result, there will be no further grants pursuant to either the 1999 Plan or the 1997 Plan. However, outstanding grants under the 1999 Plan remain outstanding, subject to the respective terms and conditions of the Plan. The maximum number of shares issuable under the 2010 Equity and Incentive Plan is 2,000,000 and the maximum number of shares issuable under the 2006 Equity Incentive Plan is 1,100,000. Remaining shares available to be granted under the 2010 Equity and Incentive Plan are 1,556,224 and under the 2006 Equity Incentive Plan are 30,000 as of July 31, 2014. Awards may be in the form of options (incentive stock options and non-statutory stock options), restricted stock, restricted stock units, performance compensation awards and stock appreciation rights. Options typically expire 10 years from the date of grant and are vested evenly over 3 to 5 years from the date of grant.

Stock Options – A summary of option activity under the 1999 Plan, the 2010 Equity and Incentive Plan and the 2006 Equity Incentive Plan is as follows:


	2014				2013				2012
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Outstanding at beginning of year		106,313	$	31.48		732,725	$	28.89		1,433,225	$	30.90
Exercised		(101,313)		31.64		(498,412)		28.62		(80,500)		17.74
Forfeited		–		–		(120,000)		27.84		(600,000)		35.18
Expired		–		–		(8,000)		26.91		(20,000)		29.25
Granted		–		–		–		–		–		–

Outstanding at end of year		5,000	$	28.23		106,313	$	31.48		732,725	$	28.89

Vested and expected to vest at end of year		5,000	$	28.23		106,313	$	31.48		712,725	$	28.82

Exercisable at end of year		5,000	$	28.23		106,313	$	31.48		566,059	$	29.24

The weighted average remaining contractual life for outstanding options and exercisable options at July 31, 2014 is 0.75 years.

The aggregate intrinsic value of options outstanding and exercisable as of July 31, 2014, 2013 and 2012 is as follows:


	2014		2013		2012
Aggregate intrinsic value of options outstanding and expected to vest	$	124	$	2,399	$	966
Aggregate intrinsic value of options exercisable	$	124	$	2,399	$	738

There were no option grants during fiscal 2014, 2013 or 2012.

In fiscal 2014, 2013 and 2012, the Company recorded expenses of $0, $393 and $645, respectively, for stock option awards.

Cash received from stock option exercises for fiscal 2014, 2013 and 2012 was $3,206, $5,845 and $1,428, respectively. The total intrinsic value of stock options exercised in fiscal 2014, 2013 and 2012 was $2,597, $7,502 and $931, respectively.

During fiscal 2014, stock options of 101,313 shares were exercised at an aggregate exercise price of $3,206. During fiscal 2013, stock options of 498,412 shares were exercised at an aggregate exercise price of $14,267. Of the 498,412 options exercised during fiscal 2013, 314,000 were done so on a cashless basis under which 63,464 shares were issued. The shares withheld as a result of the cashless exercise included the number of shares necessary to cover the exercise price as well as the employee withholding tax related to the exercise, which was then paid by the Company on the employees’ behalf in the aggregate amount of $2,009. Exercises of options are satisfied with the issuance of new shares from authorized shares.

Stock Awards – A summary of restricted stock award activity under the 2010 Equity and Incentive Plan for fiscal 2014, 2013 and 2012 is as follows:


	2014				2013				2012
	Shares		Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value
Nonvested, beginning of year		17,530	$	31.03		10,041	$	29.46		–	$	–
Granted		–		–		9,498		32.36		10,041		29.46
Vested		(3,910)		30.87		(2,009)		29.46		–		–
Forfeited		–		–		–		–		–		–

Nonvested, end of year		13,620	$	31.08		17,530	$	31.03		10,041	$	29.46

In fiscal 2014, 2013 and 2012, the Company recorded expense for restricted stock awards under this Plan of $91, $133 and $43, respectively. At July 31, 2014, there was $331 of total unrecognized compensation costs related to restricted stock awards that is expected to be recognized over a weighted average period of 2.97 years. This restricted stock vests evenly over 5 years from the date of grant.

During fiscal 2013, the Compensation and Development Committee of the Board (“the Committee”) approved a program to award restricted stock units to certain employees at the operating subsidiary and corporate levels. The first awards under this program were granted in the first quarter of fiscal 2013 related to fiscal 2012 performance. The Committee approved additional awards that were granted in fiscal 2014 related to fiscal year 2013 performance. The employee restricted stock units generally vest, and shares of common stock will be issued, in equal installments on the first, second and third anniversaries of the date of grant. In fiscal 2013 and again in fiscal 2014, the Nominating and Governance Committee of the Board awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant. Total expense recognized in fiscal 2014 and fiscal 2013 for restricted stock unit awards was $5,140 and $2,290, respectively.

A summary of restricted stock unit activity during fiscal 2014 and 2013 is included below:


	2014				2013
	Restricted Stock Units		Weighted- Average Grant Date Fair Value		Restricted Stock Units		Weighted- Average Grant Date Fair Value
Nonvested, beginning of year		139,275	$	38.06		–	$	–
Granted		151,168		54.26		143,069		38.01
Vested		(63,852)		38.68		–		–
Forfeited		(14,518)		47.26		(3,794)		36.32

Nonvested, end of year		212,073	$	49.21		139,275	$	38.06

Total non-cash compensation expense recognized for stock option awards, restricted stock awards and restricted stock unit awards in fiscal 2014, 2013 and 2012 was $5,231, $2,816 and $688, respectively, which included $480, $207 and $0, respectively, related to discontinued operations.

The Company recognized a tax benefit related to total stock based compensation expense of $1,925, $1,032 and $239 in fiscal 2014, 2013 and 2012, respectively.