INCENTIVE COMPENSATION

The Company sponsors a short-term incentive plan that provides the grant of either cash or share-based bonus awards payable upon achievement of specified performance goals (the “STIP”). Full-time, salaried exempt employees of the Company and its affiliates who are selected by the administering committee are eligible to participate in the STIP. The Company has accrued $20.7 million in costs related to the STIP at September 24, 2017 related to cash bonus awards that could potentially be awarded during the remainder of 2017 and 2018. The Company assumed responsibility for the JFC LLC Long-Term Equity Incentive Plan dated January 1, 2014, as amended (the “JFC LTIP”) through its acquisition of GNP on January 6, 2017. The Company has accrued $3.4 million in costs related to the JFC LTIP at September 24, 2017. The Company assumed responsibility for the Moy Park Incentive Plan dated January 1, 2013, as amended (the “MPIP”) through its acquisition of Moy Park on September 8, 2017. The Company has accrued $0.6 million in costs related to the MPIP at September 24, 2017.

The Company also sponsors a performance-based, omnibus long-term incentive plan that provides for the grant of a broad range of long-term equity-based and cash-based awards to the Company’s officers and other employees, members of the Board of Directors and any consultants (the “LTIP”). The equity-based awards that may be granted under the LTIP include “incentive stock options,” within the meaning of the Internal Revenue Code, nonqualified stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”). At September 24, 2017, we have reserved approximately 4.8 million shares of common stock for future issuance under the LTIP.

The following awards were outstanding during the thirty-nine weeks ended September 24, 2017:



Award Type		Benefit Plan	Awards Granted	Grant Date	Grant Date Fair Value per Award^(a)		Vesting Condition	Vesting Date	Vesting Date Fair Value per Award^(a)		Estimated Forfeiture Rate		Awards Forfeited to Date	Settlement Method
RSU		LTIP	449,217	02/19/2014	$	16.70	Service	12/31/2016	$	18.99	13.49	%	86,458	Stock
RSU		LTIP	223,701	03/03/2014	17.18		Performance / Service	12/31/2017			12.34	%	55,516	Stock
RSU	(b)	LTIP	45,961	02/11/2015	25.87		Service	12/31/2017	18.99		12.34	%	—	Stock
RSU		LTIP	251,136	03/30/2016	25.36		Performance / Service	12/31/2019	18.99		(d)		251,136	Stock
RSU	(b)	LTIP	74,536	10/13/2016	20.93		Service	12/31/2016			—	%	—	Stock
RSU		LTIP	389,424	01/19/2017	18.39		Performance / Service	(e)			—	%	—	Stock
RSU	(c)	LTIP	48,586	02/13/2017	20.52		Service	2/13/2017			—	%	—	Stock
RSU	(c)	LTIP	23,469	02/13/2017	20.52		Service	12/31/2017			—	%	—	Stock


(a)	The fair value of each RSU granted or vested represents the closing price of the Company's common stock on the respective grant date or vesting date.

(b)

On February 17, 2015, the Company paid a special cash dividend to stockholders of record as of January 30, 2015 totaling $5.77 per share. On January 27, 2015, the Compensation Committee of the Company's Board of Directors agreed to grant additional RSUs to LTIP participants that were equal to the amount of the dividend that would be awarded to them had their RSUs existing as of the dividend record date been vested. The additional RSUs that were granted to the LTIP participants are subject to the same vesting requirements as the underlying RSUs granted under the LTIP.

(c)

On May 18, 2016, the Company paid a special cash dividend to stockholders of record as of May 10, 2015 totaling $2.75 per share. On October 27, 2016, the Compensation Committee of the Company's Board of Directors agreed to grant additional RSUs to LTIP participants that were equal to the amount of the dividend that would be awarded to them had their RSUs existing as of the dividend record date been vested. The additional RSUs that were granted to the LTIP participants are subject to the same vesting requirements as the underlying RSUs granted under the LTIP.


(d)	Performance conditions associated with these awards were not satisfied. Therefore, 100% of the awards were forfeited during the thirty-nine weeks ended September 24, 2017.


(e)	The subject RSUs will vest in ratable tranches on December 31, 2018, December 31, 2019, and December 31, 2020.

Compensation costs and the income tax benefit recognized for our share-based compensation arrangements are included below:



	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 24, 2017		September 25, 2016		September 24, 2017		September 25, 2016
	(In thousands)
Share-based compensation cost:
Cost of sales	$	32	$	449	$	219	$	710
Selling, general and administrative expense	475		3,086		2,235		4,694
Total	$	507	$	3,535	$	2,454	$	5,404

Income tax benefit	$	132	$	1,083	$	733	$	1,633

The Company’s RSU activity is included below:



	Thirty-Nine Weeks Ended September 24, 2017				Thirty-Nine Weeks Ended September 25, 2016
	Number		Weighted Average Grant Date Fair Value		Number		Weighted Average Grant Date Fair Value
	(In thousands, except weighted average fair values)
Outstanding at beginning of period	906		$	20.00	774		$	19.30
Granted	462		18.72		251		25.36
Vested	(486	)	17.73		—		—
Forfeited	(251	)	25.36		(193	)	24.51
Outstanding at end of period	631		$	18.68	832		$	19.92

The total fair value of awards vested during the thirty-nine weeks ended September 24, 2017 was $8.6 million. No awards vested during the thirty-nine weeks ended September 25, 2016.

At September 24, 2017, the total unrecognized compensation cost related to all nonvested awards was $8.5 million. That cost is expected to be recognized over a weighted average period of 2.06 years.

Historically, we have issued new shares to satisfy award conversions.