Stock-Based Benefit Plans

We grant stock options, restricted stock, and various types of restricted stock units to our employees and our nonemployee directors under our stock incentive plans. We have two active stock incentive plans, one for employees (including officers) and one for nonemployee directors. Our active stock incentive plans provide for the granting of incentive stock options (solely to employees) and nonqualified stock options with a term of up to 10 years at a price not less than the market price of the stock at the date of grant. Our active stock incentive plans also provide for the issuance of stock appreciation rights and restricted and unrestricted stock awards and stock units, which may be performance-based. At October 31, 2016, 2015, and 2014, we had 6.8 million; 7.5 million; and 8.8 million shares, respectively, available for grant under our stock incentive plans.

We have three additional stock incentive plans for employees, officers, and directors that are inactive except for outstanding stock option awards at October 31, 2016. No additional options may be granted under these plans. Stock options granted under these plans were made with a term of up to 10 years at a price not less than the market price of the stock at the date of grant and generally vested over a four-year period for employees and a two-year period for nonemployee directors.

The following table provides information regarding the amount of total stock-based compensation expense recognized by us for fiscal 2016, 2015, and 2014 (amounts in thousands):



	2016		2015		2014
Total stock-based compensation expense recognized	$	26,679	$	22,903	$	21,656
Income tax benefit recognized	$	10,450	$	8,767	$	8,322

At October 31, 2016, 2015, and 2014, the aggregate unamortized value of outstanding stock-based compensation awards was approximately $27.0 million, $25.2 million, and $24.0 million, respectively.

Information about our more significant stock-based compensation programs is outlined below.

Stock Options:

Stock options granted to employees generally vest over a four-year period, although certain grants may vest over a longer or shorter period, and stock options granted to nonemployee directors generally vest over a two-year period. Shares issued upon the exercise of a stock option are either from shares held in treasury or newly issued shares.

The fair value of each option award is estimated on the date of grant using a lattice-based option valuation model that uses assumptions noted in the following table. The lattice-based option valuation model incorporates ranges of assumptions for inputs, which are disclosed in the table below. Expected volatilities were based on implied volatilities from traded options on our stock, historical volatility of our stock, and other factors. The expected lives of options granted were derived from the historical exercise patterns and anticipated future patterns and represent the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behaviors. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The following table summarizes the weighted-average assumptions and fair value used for stock option grants in each of the fiscal years ended October 31, 2016, 2015, and 2014:



	2016	2015	2014
Expected volatility	32.03% - 42.31%	32.69% - 42.58%	36.44% - 44.71%
Weighted-average volatility	34.69%	36.36%	42.71%
Risk-free interest rate	1.58% - 2.14%	1.53% - 2.11%	1.45% - 2.71%
Expected life (years)	4.56 - 9.17	4.54 - 9.12	4.55 - 9.02
Dividends	none	none	none
Weighted-average fair value per share of options granted	$11.24	$11.67	$14.26

The fair value of stock option grants is recognized evenly over the vesting period of the options or over the period between the grant date and the time the option becomes nonforfeitable by the employee, whichever is shorter. Information regarding the stock compensation expense, related to stock options, for fiscal 2016, 2015 and 2014 was as follows (amounts in thousands):



	2016		2015		2014
Stock compensation expense recognized - options	$	10,986	$	9,610	$	9,005

At October 31, 2016, total compensation cost related to nonvested stock option awards not yet recognized was approximately $13.7 million, and the weighted-average period over which we expect to recognize such compensation costs and tax benefit is approximately 2.4 years.

The following table summarizes stock option activity for our plans during each of the fiscal years ended October 31, 2016, 2015, and 2014 (amounts in thousands, except per share amounts):



	2016				2015				2014
	Number of options		Weighted- average exercise price		Number of options		Weighted- average exercise price		Number of options		Weighted- average exercise price
Balance, beginning	8,025		$	25.75	9,358		$	25.94	9,924		$	24.51
Granted	965		32.85		870		32.49		819		35.16
Exercised	(255	)	24.04		(1,441	)	27.52		(1,313	)	20.88
Canceled	(221	)	35.23		(762	)	32.48		(72	)	25.23
Balance, ending	8,514		$	26.36	8,025		$	25.75	9,358		$	25.94
Options exercisable, at October 31,	6,407		$	24.14	6,098		$	23.67	7,482		$	24.91

The weighted average remaining contractual life (in years) for options outstanding and exercisable at October 31, 2016, was 4.4 and 3.1, respectively.

The intrinsic value of options outstanding and exercisable is the difference between the fair market value of our common stock on the applicable date (“Measurement Value”) and the exercise price of those options that had an exercise price that was less than the Measurement Value. The intrinsic value of options exercised is the difference between the fair market value of our common stock on the date of exercise and the exercise price.

The following table provides information pertaining to the intrinsic value of options outstanding and exercisable at October 31, 2016, 2015, and 2014 (amounts in thousands):



	2016		2015		2014
Intrinsic value of options outstanding	$	31,852	$	82,058	$	62,073
Intrinsic value of options exercisable	$	31,852	$	75,034	$	55,776

Information pertaining to the intrinsic value of options exercised and the fair market value of options that became vested or modified in each of the fiscal years ended October 31, 2016, 2015, and 2014, is provided below (amounts in thousands):



	2016		2015		2014
Intrinsic value of options exercised	$	2,337	$	12,923	$	18,361
Fair market value of options vested	$	9,690	$	9,183	$	8,447

Our stock option plans permit optionees to exercise stock options using a “net exercise” method at the discretion of the Executive Compensation Committee of the Board of Directors (“Executive Compensation Committee”). In a net exercise, we withhold from the total number of shares that otherwise would be issued to an optionee upon exercise of the stock option that number of shares having a fair market value at the time of exercise equal to the option exercise price and applicable minimum income tax withholdings and remit the remaining shares to the optionee.

The following table provides information regarding the use of the net exercise method for fiscal 2016, 2015, and 2014:



	2016		2015		2014
Options exercised	5,000		30,000		96,162
Shares withheld	3,547		29,917		58,819
Shares issued	1,453		83		37,343
Average fair market value per share withheld	$	32.85	$	32.64	$	33.78
Aggregate fair market value of shares withheld (in thousands)	$	117	$	976	$	1,987

Performance-Based Restricted Stock Units:

In fiscal 2016, 2015, and 2014, the Executive Compensation Committee approved awards of performance-based restricted stock units (“Performance-Based RSUs”) relating to shares of our common stock to certain members of our senior management. The Performance-Based RSUs are based on the attainment of certain performance metrics by the Company in the year of grant. The number of shares underlying the Performance-Based RSUs that will be issued to the recipients may range from 90% to 110% of the base award depending on actual performance metrics as compared to the target performance metrics. The Performance-Based RSUs vest over a four-year period provided the recipients continue to be employed by us or serve on our Board of Directors (as applicable) as specified in the award document.

The value of the Performance-Based RSUs was determined to be equal to the estimated number of shares of our common stock to be issued multiplied by the closing price of our common stock on the New York Stock Exchange (“NYSE”) on the date the Performance-Based RSU awards were approved by the Executive Compensation Committee (“Valuation Date”). We evaluate the performance goals quarterly and estimate the number of shares underlying the Performance-Based RSUs that are probable of being issued. The following table provides information regarding the issuance, valuation assumptions, and amortization of the Performance-Based RSUs issued in fiscal 2016, 2015, and 2014:



	2016		2015		2014
Number of shares underlying Performance-Based RSUs to be issued	182,853		300,042		288,814
Aggregate number of Performance-Based RSUs outstanding at October 31	1,074,222		1,261,545		961,503
Closing price of our common stock on Valuation Date	$	32.85	$	32.49	$	35.16
Aggregate fair value of Performance-Based RSUs issued (in thousands)	$	6,007	$	9,748	$	10,155
Performance-Based RSU expense recognized (in thousands)	$	8,301	$	9,863	$	9,310
Unamortized value of Performance-Based RSUs at October 31 (in thousands)	$	6,556	$	8,850	$	8,965

Performance-Based RSUs issued in December 2011 were paid in fiscal 2016. The recipients of these RSUs elected to use a portion of the shares underlying the RSUs to pay the required income withholding taxes on the payout. The gross value of the payout was $12.2 million (370,171 shares), the minimum income tax withholding was $5.4 million (164,090 shares) and the net value of the shares delivered was $6.8 million (206,081 shares).

Total Shareholder Return Restricted Stock Units:

In December 2015, the Executive Compensation Committee approved awards of total shareholder return restricted stock units (“TSRs”) relating to 171,705 shares of our common stock to certain members of our senior management (the “Initial Grant”). The TSRs granted are earned by comparing our total shareholder return during three distinct performance periods to the respective total shareholder returns of companies in a performance peer group as defined in the award document. The three distinct performance periods are as follows:



	Performance Period	Initial Number of TSR RSUs issued
Tranche 1	November 1, 2015 to October 31, 2016	61,796
Tranche 2	November 1, 2015 to October 31, 2017	57,230
Tranche 3	November 1, 2015 to October 31, 2018	52,679

The TSRs vest over a three-year period provided the recipients continue to be employed by us or serve on our Board of Directors (as applicable) as specified in the award document. Based upon our ranking in the performance peer group, the recipient of the TSRs may earn a total award ranging from 0% to 200% of the Initial Grant. In 2016, recipients of Tranche 1 TRSs earned 0% of the grants based upon our total shareholder return ranking in the performance peer group during the one-year period ended October 31, 2016.

We estimated the fair value of the TSRs at the grant date using a Monte Carlo simulation. The assumptions used in the Monte Carlo simulation for risk-free rate of return, expected dividend yield, and expected volatility were 1.23%, 0%, and 28.66%, respectively. The length of each performance period was used as the expected term in the simulation for each respective tranche. The weighted average grant date fair value of TSRs granted during 2016 was $41.16 per unit. In fiscal 2016, we recognized $3.3 million of expense related to TSRs. At October 31, 2016, the unamortized value of the TSRs was $3.8 million.

Stock Price-Based Restricted Stock Units:

In December 2010, the Executive Compensation Committee approved awards to certain of our executives of stock price-based restricted stock unit (“Stock Price-Based RSUs”) awards relating to shares of our common stock. In fiscal 2012, we adopted a Performance-Based Restricted Stock Award program to replace the Stock Price-Based RSU program. The Stock Price-Based RSUs vested and the recipients were entitled to receive the underlying shares when the average closing price of our common stock on the NYSE, measured over any 20 consecutive trading days ending on or prior to five years from date of issuance of the Stock Price-Based RSUs, increased 30% or more over the closing price of our common stock on the NYSE on the date of issuance (“Target Price”), provided the recipients continued to be employed by us or serve on our Board of Directors (as applicable) as specified in the award document. In fiscal 2012, the Target Price of all Stock Price-Based RSUs issued was met.

The Stock Price-Based RSUs issued in December 2010 were paid in fiscal 2014. The recipients of these RSUs elected to use a portion of the shares underlying the RSUs to pay the required income withholding taxes on the payout. The gross value of the payout was $10.5 million (306,000 shares), the minimum income tax withholding was $4.8 million (140,160 shares) and the net value of the shares delivered was $5.7 million (165,840 shares).

In fiscal 2014, we recognized $0.2 million of expense related to Stock Price-Based RSUs. No expenses related to Stock Price-Based RSUs were recognized in fiscal 2016 or fiscal 2015. At October 31, 2016 and 2015, no Stock Price-Based RSUs were outstanding.

Nonperformance-Based Restricted Stock Units:

In fiscal 2016, 2015, and 2014, we issued nonperformance-based restricted stock units (“RSUs”) to various officers, employees, and nonemployee directors. These RSUs generally vest in annual installments over a two- to four-year period. The value of the RSUs was determined to be equal to the number of shares of our common stock to be issued pursuant to the RSUs multiplied by the closing price of our common stock on the NYSE on the date the RSUs were awarded. The following table provides information regarding these RSUs for fiscal 2016, 2015, and 2014:



	2016		2015		2014
Nonperformance-Based RSUs issued:
Number of RSUs issued	139,684		124,568		99,336
Weighted average closing price of our common stock on date of issuance	$	32.85	$	32.74	$	35.16
Aggregate fair value of RSUs issued (in thousands)	$	4,589	$	4,078	$	3,493
Nonperformance-Based RSU expense recognized (in thousands):	$	3,958	$	3,317	$	3,012



	2016		2015		2014
At October 31:
Aggregate Nonperformance-Based RSUs outstanding	396,716		380,548		304,286
Cumulative unamortized value of Nonperformance-Based RSUs (in thousands)	$	2,956	$	2,542	$	2,043

Our stock incentive plans permit us to withhold from the total number of shares that otherwise would be issued to a restricted stock unit recipient upon distribution that number of shares having a fair value at the time of distribution equal to the applicable income tax withholdings due and remit the remaining shares to the restricted stock unit recipient. During fiscal 2016, we withheld 25,340 of the shares subject to restricted stock units to cover $827,800 of income tax withholdings and we issued the remaining 70,627 shares to the recipients. During fiscal 2015, we withheld 4,221 of the shares subject to restricted stock units to cover $146,500 of income tax withholdings and we issued the remaining 10,049 shares to the recipients.

Employee Stock Purchase Plan

Our employee stock purchase plan enables substantially all employees to purchase our common stock at 95% of the market price of the stock on specified offering dates without restriction or at 85% of the market price of the stock on specified offering dates subject to restrictions. The plan, which terminates in December 2017, provides that 1.2 million shares be reserved for purchase. At October 31, 2016, 501,000 shares were available for issuance.

The following table provides information regarding our employee stock purchase plan for fiscal 2016, 2015, and 2014:



	2016		2015		2014
Shares issued	36,778		26,674		24,275
Average price per share	$	25.97	$	31.65	$	30.59
Compensation expense recognized (in thousands)	$	129	$	113	$	98