16. STOCKHOLDERS’ EQUITY

Treasury Stock

The Company entered into a repurchase agreement, dated May 15, 2015 (the “May 15, 2015 Repurchase Agreement”), to purchase certain shares of its common stock from the Thompson Family Foundation (the “Foundation”) in a private transaction. Pursuant to the terms of the May 15, 2015 Repurchase Agreement, the Company purchased 1,000,000 shares of its common stock at a price of $60.00 per share from the Foundation, and held them as treasury stock, representing an aggregate purchase price of $60,000. The closing price of Thor common stock on May 15, 2015 was $61.29. The Foundation holds 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 director of the Foundation. The repurchase transaction was evaluated and approved by members of the Board who are not affiliated with the Foundation. The transaction was consummated on May 19, 2015, and the Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.9% of the Company’s issued and outstanding common stock immediately prior to the repurchase.

Stock-Based Compensation

The Board approved the Thor Industries, Inc. 2016 Equity and Incentive Plan (the “2016 Equity and Incentive Plan”) on October 11, 2016 and the 2010 Equity Incentive Plan (the “2010 Equity Incentive Plan”) on October 25, 2010. These plans were subsequently approved by shareholders at the 2016 and 2010 annual meetings, respectively. The maximum number of shares issuable under each of the 2016 Equity and Incentive Plan and the 2010 Equity and Incentive Plan is 2,000,000. As of July 31, 2017, the remaining shares available to be granted under the 2016 Equity and Incentive Plan are 1,834,021 and under the 2010 Equity Incentive Plan are 1,211,385. 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.

Restricted Stock Awards – A summary of restricted stock award activity under the 2010 Equity and Incentive Plan for fiscal 2017, 2016 and 2015 is as follows:


	2017					2016					2015
	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		5,806		$	31.36		9,713		$	31.16		13,620		$	31.08
Granted		–			–		–			–		–			–
Vested		(3,907	)		30.87		(3,907	)		30.87		(3,907	)		30.87
Forfeited		–			–		–			–		–			–

Nonvested, end of year		1,899		$	32.36		5,806		$	31.36		9,713		$	31.16

In fiscal 2017, 2016 and 2015, the Company recorded expense for restricted stock awards under this Plan of $101, $115 and $115, respectively. At July 31, 2017, there were no unrecognized future compensation costs related to restricted stock. 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 (the “RSU program”) to certain employees at the operating subsidiary and corporate levels. In December 2016, the stockholders of the Company approved a new equity compensation plan that allows the RSU program to continue in subsequent years on similar terms, but now includes a double-trigger change in control provision. The double-trigger provision, which is applicable to awards granted in fiscal 2017 and subsequent years, stipulates that immediate vesting of an outstanding grant would occur only upon the occurrence of both a change in control, as defined by the plan, and a corresponding change in employment status.

Under the RSU program, the Committee has approved awards each October related to the financial performance of the most recently completed fiscal year since 2012. The awarded employee restricted stock units vest, and shares of common stock are issued, in equal installments on the first, second and third anniversaries of the date of grant. In addition, concurrent with the timing of the employee awards, the Nominating and Governance Committee of the Board has 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.

The fair value of the employee and Board member restricted stock units is determined using the Company’s stock price on the date of grant. Total expense recognized in fiscal 2017, 2016 and 2015 for these restricted stock unit awards was $12,399, $9,272 and $6,661 respectively.

Restricted Stock Units – A summary of restricted stock unit activity during fiscal 2017, 2016 and 2015 is included below:


	2017					2016					2015
	Restricted Stock Units			Weighted- Average Grant Date Fair Value		Restricted Stock Units			Weighted- Average Grant Date Fair Value		Restricted Stock Units			Weighted- Average Grant Date Fair Value
Nonvested, beginning of year		325,136		$	53.95		280,353		$	50.55		212,073		$	49.21
Granted		166,567			84.85		181,872			55.37		162,967			50.95
Vested		(157,315	)		53.87		(133,758	)		48.73		(90,608	)		48.14
Forfeited		(1,812	)		64.03		(3,331	)		54.18		(4,079	)		50.54

Nonvested, end of year		332,576		$	69.41		325,136		$	53.95		280,353		$	50.55

At July 31, 2017 there was $16,679 of total unrecognized compensation costs related to restricted stock unit awards that is expected to be recognized over a weighted-average period of 2.28 years.

Total non-cash compensation expense recognized for restricted stock awards and restricted stock unit awards in fiscal 2017, 2016 and 2015 was $12,500, $9,387 and $6,776, respectively.

The Company recognized a tax benefit related to total stock based compensation expense of $4,625, $3,473 and $2,507 in fiscal 2017, 2016 and 2015, respectively.