Employee compensation plans

The Company maintains various employee compensation plans for the benefits of its employees. The two types of employee compensation are granted under share-based compensation and cash-based compensation plans.

Share-based Compensation

Equity Incentive Plan

Under the Company's 2006 Equity Incentive Plan, adopted December 11, 2006 and amended December 2011, and its 1996 Equity Incentive Plan, as amended March 10, 2005 (together "EIP"), the Compensation Committee of the Board of Directors of the Company could grant options to purchase Class A Stock, Class A Stock awards and restricted Class A Stock awards to officers and key employees of the Company and its subsidiaries. Options were generally granted for a five-year term and generally vest at the rate of 25% of the amount granted on the second anniversary of the grant, 25% on the third anniversary of the grant, 25% on the fourth anniversary of the grant and 25% six months before expiration. The EIP has been amended, restated and replaced by the OIP, discussed below.

Employee Share Plan

On March 10, 2005, the Company approved the Oppenheimer & Co. Inc. Employee Share Plan ("ESP") for employees of the Company and its subsidiaries to attract, retain and provide incentives to key management employees. The Compensation Committee of the Board of Directors of the Company could grant Class A Stock awards and restricted Class A Stock awards pursuant to the ESP. ESP awards were generally awarded for a three or five year term which fully vest at the end of the term. The ESP has been amended, restated and replaced by the OIP, discussed below.

Oppenheimer Holdings Inc. 2014 Incentive Plan

On February 26, 2014, the Company adopted the Oppenheimer Holdings Inc. 2014 Incentive Plan (the "OIP"). The OIP amends, restates and replaces two separate plans previously in place, the EIP and ESP (the "Prior Plans"), as described above.

The OIP permits the Company to grant options to purchase Class A Stock, Class A Stock awards and restricted Class A Stock to or for the benefit of employees and non-employee directors of the Company and its affiliates as part of their compensation. After February 26, 2014, no additional awards could be made under the Prior Plans, although outstanding awards previously made under the Prior Plans continue to be governed by the terms of the applicable Prior Plan.

Oppenheimer Holdings Inc. Stock Appreciation Right Plan

Under the Oppenheimer Holdings Inc. Stock Appreciation Right Plan, the Company awards stock appreciation rights ("OARs") to certain employees as part of their compensation package based on a formula reflecting gross production and length of service. These awards are granted once per year in January with respect to the prior year's production. The OARs vest five years from grant date and settle in cash at vesting.

Restricted stock - The Company has granted restricted stock awards pursuant to the EIP, ESP and OIP. The following table summarizes the status of the Company's non-vested restricted Class A Stock awards under the EIP, ESP and OIP for the year ended December 31, 2016:



	Number of Class A Shares Subject to Restricted Stock Awards		Weighted Average Fair Value		Remaining Contractual Life
Nonvested at beginning of year	1,257,558		$	19.29	1.7 Years
Granted	408,207		12.63		3.2 Years
Vested	(377,011	)	19.38		—
Forfeited	(65,221	)	17.99		—
Nonvested at end of year	1,223,533		$	17.11	2.1 Years

As of December 31, 2016, all outstanding restricted Class A Stock awards were non-vested. The aggregate intrinsic value of restricted Class A Stock awards outstanding as of December 31, 2016 was approximately $22.8 million. The aggregate intrinsic value of restricted Class A Stock awards that are expected to vest is $22.0 million as of December 31, 2016. During the year ended December 31, 2016, the Company included approximately $5.2 million ($4.6 million in 2015 and $5.6 million in 2014) of compensation expense in its consolidated statements of operations relating to restricted Class A Stock awards.

As of December 31, 2016, there was approximately $8.3 million of total unrecognized compensation cost related to unvested restricted Class A Stock awards. The cost is expected to be recognized over a weighted average period of 2.1 years.

As of December 31, 2016, the number of shares of Class A Stock available under the share-based compensation plans, but not yet awarded, was 537,841.

On January 26, 2017, the Company awarded a total of 343,500 restricted shares of Class A Stock to current employees pursuant to the OIP. These restricted shares will cliff vest in three years and will be expensed over the three year vesting period.

On February 23, 2017, the Company awarded 24,500 restricted shares of Class A Stock to its non-employee directors under the OIP. These shares of Class A Stock will vest as follows: 25% on August 22, 2017, 2018, 2019 and 2020.

On February 23, 2017, the Company awarded a total of 64,100 restricted shares of Class A Stock to current employees pursuant to the OIP. These restricted shares will cliff vest in three years and will be expensed over the three year vesting period.

Stock options - The Company has granted stock options pursuant to the EIP and OIP. There were 13,601 and 12,027 options outstanding as of December 31, 2016 and 2015, respectively.

In the year ended December 31, 2016, the Company included approximately $19,900 ($69,900 in 2015 and $133,600 in 2014) of compensation expense in its consolidated statement of operations relating to the expensing of stock options.

On February 23, 2017, the Company awarded a total of 3,439 options to purchase Class A Stock to current employees pursuant to the OIP. These options will be expensed over 4.5 years (the vesting period).

OARs - The Company has awarded OARs pursuant to the Oppenheimer Holdings Inc. Stock Appreciation Right Plan. The following table summarized the status of the Company's outstanding OARs awards as of December 31, 2016:



Grant Date	Number of OARs Outstanding	Strike Price		Remaining Contractual Life	Fair Value as of December 31, 2016
January 19, 2012	305,660	$	18.94	18 Days	$	0.25
January 14, 2013	325,700	15.94		1 Year	4.17
January 14, 2014	414,070	23.48		2 Years	2.22
January 9, 2015	467,940	21.94		3 Years	3.08
January 6, 2016	461,240	15.89		4 Years	5.33
	1,974,610
Total weighted average values		$	19.40	2.3 Years	$	3.17

As of December 31, 2016, all outstanding OARs were unvested. As of December 31, 2016, the aggregate intrinsic value of OARs outstanding and expected to vest was $2.1 million. In the year ended December 31, 2016, the Company included approximately $1.0 million ($1.8 million of net credit in 2015 and $380,100 in 2014) in compensation expense in its consolidated statement of operations relating to OARs awards. The liability related to the OARs was approximately $2.7 million as of December 31, 2016.

As of December 31, 2016, there was approximately $3.2 million of total unrecognized compensation cost related to unvested OARs. The cost is expected to be recognized over a weighted average period of 2.3 years.

On January 6, 2017, 443,630 OARs were awarded to Oppenheimer employees related to fiscal 2016 performance. These OARs will be expensed over 5 years (the vesting period).

Cash-based Compensation Plan

Defined Contribution Plan

The Company, through its subsidiaries, maintains a defined contribution plan covering substantially all full-time U.S. employees. The Oppenheimer & Co. Inc. 401(k) Plan provides that Oppenheimer may make discretionary contributions. Eligible Oppenheimer employees could make voluntary contributions which could not exceed $18,000, $18,000 and $17,500 per annum in 2016, 2015 and 2014, respectively. The Company made contributions to the 401(k) Plan of $1.3 million, $1.6 million and $1.2 million in 2016, 2015 and 2014, respectively.

Deferred Compensation Plans

The Company maintains an Executive Deferred Compensation Plan ("EDCP") and a Deferred Incentive Plan ("DIP") in order to offer certain qualified high-performing financial advisers a bonus based upon a formula reflecting years of service, production, net commissions and a valuation of their clients' assets. The bonus amounts resulted in deferrals in fiscal 2016 of approximately $7.7 million ($8.3 million in 2015 and $8.6 million in 2014). These deferrals normally vest after five years. The liability is being recognized on a straight-line basis over the vesting period. The EDCP also includes voluntary deferrals by senior executives that are not subject to vesting. The Company maintains a Company-owned life insurance policy, which is designed to offset approximately 60% of the EDCP liability. The EDCP liability is being tracked against the value of a benchmark investment portfolio held for this purpose. As of December 31, 2016, the Company's liability with respect to the EDCP and DIP totaled $49.7 million and is included in accrued compensation on the consolidated balance sheet as of December 31, 2016.

In addition, the Company is maintaining a deferred compensation plan on behalf of certain employees who were formerly employed by CIBC World Markets. The liability is being tracked against the value of an investment portfolio held by the Company for this purpose and, therefore, the liability fluctuates with the fair value of the underlying portfolio. As of December 31, 2016, the Company's liability with respect to this plan totaled $15.0 million.

The total amount expensed in 2016 for the Company's deferred compensation plans was $11.8 million ($8.6 million in 2015 and $11.4 million in 2014).