2013 Performance Incentive Plan

The 2013 Performance Incentive Plan ("2013 PIP") was approved by the Board of Directors on December 11, 2012 and subsequently approved by the stockholders on February 19, 2013. The 2013 PIP provides for the grant of annual cash incentive awards to all employees (including the Company’s executive officers), and stock options, restricted stock or stock unit awards, stock appreciation rights and other stock-based awards to all employees (including the Company’s executive officers), any consultants of the Company and its subsidiaries, and all non-employee directors serving on the Company’s Board of Directors. The awards granted under the 2013 PIP are established by our Board of Directors or a committee thereof at the time of issuance.

The 2013 PIP replaced on a prospective basis, our 2004 Performance Incentive Plan, and will expire in February 2023. A total of 3,665,500 shares of common stock were reserved for awards under the 2013 Plan. The number of shares authorized and available for issuance under the 2013 PIP will be increased by shares of stock subject to an option or award under the 2013 PIP, or under the Company’s 2004 Performance Incentive Plan, (collectively, the "Existing Plans"), that is canceled, expired, forfeited, settled in cash, or otherwise terminated after February 19, 2013 without a delivery of shares to the participant of such plan, including shares used to satisfy the exercise price of a stock option or a tax withholding obligation arising in connection with an award. As of October 31, 2015, 1,589,356 shares remain available for issuance under the 2013 PIP. Shares issued under the Plan may be newly issued shares or reissued Treasury shares.

Other Plans and Grants

The following plans were approved by our Board of Directors but were not approved and were not required to be approved by our stockholders: the Executive Stock Ownership Program (the "Ownership Program") and the Non-Employee Directors Deferred Fee Plan (the "Deferred Fee Plan").

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Ownership Program—In June 1997, our Board of Directors approved the terms of the Ownership Program, as amended from time to time (the "Ownership Program"). In general, under the Ownership Program in existence until November 2013, all officers and senior managers were required to acquire, by direct purchase or through salary or annual bonus reduction, an ownership interest in the Company by acquiring a designated amount of our common stock based on organizational level. Participants were required to hold such stock for the entire period in which they are employed by the Company. The Ownership Program was amended and restated effective November 1, 2013 on a going forward basis. The new guidelines (i) increase stock ownership guideline multiples to six times salary for the President and CEO and up to three times salary for other senior executives; (ii) modify retention requirements for Company granted equity until ownership requirements are met; (iii) add a holding period for shares acquired through transactions with Company granted equity after the executives satisfy the stock ownership requirement; (iv) eliminate the granting of premium shares as an inducement to executives fulfilling stock ownership guidelines on an accelerated basis; and (v) eliminate the required time frame to fulfill stock ownership guidelines. Under the prior Ownership Program, participants were entitled to defer their cash bonus into deferred share units ("DSUs"), which vested immediately. There were 2,365 DSUs outstanding as of October 31, 2015. Premium share units ("PSUs") were also eligible to be awarded to participants who complete their ownership requirement on an accelerated basis. PSUs vested annually, pro rata over three years. There were 46,631 PSUs outstanding as of October 31, 2015 under the prior Ownership Program. Each vested DSU and PSU will be settled by delivery of one share of common stock within ten days after a participant's termination of employment or at such later date as required by Internal Revenue Code Section Rule 409A. Beginning in February 2013, PSUs and DSUs awarded under the prior Ownership Program were issued under the 2013 PIP.

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Deferred Fee Plan—Under the Deferred Fee Plan, non-employee directors may elect to defer payment of all or a portion of their retainer fees and meeting fees in cash (with interest) or in stock units. Deferrals in the deferred stock account are valued as if each deferral was vested in NIC common stock as of the deferral date. As of October 31, 2015, 45,724 deferred shares were outstanding under the Deferred Fee Plan. Beginning on September 30, 2013, shares deferred by non-employee directors are issued out of the 2013 PIP. The Deferred Fee Plan was amended and restated effective November 1, 2013 on a going forward basis.

Stock Options

A stock option is the right to purchase a specified number of shares of common stock at a specified exercise price. Primarily, stock options are awarded with an exercise price equal to the fair market value of our common stock on the date of grant. The stock options granted prior to December 2009 generally have a ten-year contractual life. Starting with the December 2009 stock option grants, the Company granted awards with a seven-year contractual life. Stock Options are valued using the Black-Scholes option pricing model and vest over a three-year period.

The following table summarizes stock option activity for the years ended October 31:



	2015				2014				2013
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
	(in thousands)				(in thousands)				(in thousands)
Options outstanding, at beginning of year	3,657		$	39.46	5,000		$	37.94	5,636		$	37.89
Granted	40		37.03		251		38.51		926		31.64
Exercised	(44	)	25.68		(784	)	24.33		(451	)	26.16
Forfeited/expired	(767	)	40.60		(810	)	44.41		(1,111	)	37.24
Options outstanding, at end of year	2,886		39.33		3,657		39.46		5,000		37.94
Options exercisable, at end of year	2,407		40.27		2,637		41.34		3,468		38.22

The following table summarizes information about stock options outstanding at October 31, 2015:



	Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Aggregate Intrinsic Value
Range of Exercise Prices:	(in thousands)	(in years)			(in millions)
$ 21.02 - $ 31.19	790	4.0	$	27.33	$	—
$ 31.20 - $ 40.92	1,380	3.3	36.85		—
$ 40.93 - $ 68.65	716	2.5	57.35		—
Options Outstanding	2,886

The following table summarizes information about stock options exercisable at October 31, 2015:



	Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Aggregate Intrinsic Value
Range of Exercise Prices:	(in thousands)	(in years)			(in millions)
$ 21.02 - $ 31.19	604	3.9	$	26.72	$	—
$ 31.20 - $ 40.92	1,140	3.0	36.87		—
$ 40.93 - $ 68.65	663	2.3	58.44		—
Options Exercisable	2,407

The weighted average grant date fair value of options granted during the years ended October 31, 2015, 2014, and 2013 was $13.70, $13.81, and $14.01, respectively. The total intrinsic value of stock options exercised during the years ended October 31, 2015, 2014, and 2013 was $0.2 million, $12 million, and $4 million, respectively. The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model.

The following table summarizes the annual weighted average assumptions:



	2015		2014		2013
Risk-free interest rate	1.6	%	1.6	%	0.8	%
Expected volatility	40.2	%	45.6	%	54.7	%
Expected life (in years)	4.9		4.9		5.1

The use of the Black-Scholes option-pricing model requires us to make certain estimates and assumptions. The risk-free interest rate utilized is the implied yield on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term assumption on the grant date, rounded to the nearest half year. A dividend yield assumption of 0% is used for all grants based on the Company's history of not paying a dividend to any class of stock and future expectations. Expected volatility is based on a blend of our historical stock prices and implied volatilities from traded options in our stock. The weighted average expected life in years for all grants as a group is then calculated for each year.

Restricted Stock

Restricted stock is common stock that is subject to forfeiture or other restrictions that will lapse upon satisfaction of specified conditions. Restricted stock is issued and valued based on the fair value of the common stock at grant date and vests either over a three-year period or cliff-vest at the end of a three-year period.

The following table summarizes restricted stock activity for the years ended October 31:



	2015				2014				2013
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)				(in thousands)
Nonvested, at beginning of year	41		$	24.13	41		$	24.13	41		$	24.13
Granted	2		29.50		4		33.70		2		34.19
Vested	(43	)	24.38		(4	)	33.70		(2	)	34.19
Nonvested, at end of year	—		—		41		24.13		41		24.13

The aggregate grant date fair value of restricted stock vested during the year ended October 31, 2015 was $1.1 million, compared to $0.1 million during both the years ended October 31, 2014 and 2013.

Restricted Stock Units

Restricted stock units ("RSUs") represent the right to receive shares of common stock ("share-settled RSUs") or cash ("cash-settled RSUs") value of one share of common stock in the future, with the right to future delivery of the shares or cash subject to forfeiture or other restrictions that will lapse upon satisfaction of specified conditions. Share and cash-settled RSUs are valued based on the fair value of the common stock at grant date. There are 10,000 RSUs that can be settled either by cash or shares at the Company's discretion. The cash or share-settled RSUs have been classified as share-settled RSUs below. Cash-settled RSUs are classified as liabilities and are remeasured at each reporting date until settlement and vest either over a three-year period or cliff-vest at the end of a three-year period.

The following table summarizes RSUs activity for the years ended October 31:



	Shares-Settled RSUs
	2015				2014				2013
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)				(in thousands)
Nonvested, at beginning of year	188		$	28.75	299		$	29.54	77		$	45.93
Granted	—		—		—		—		316		28.13
Vested	(114	)	28.91		(90	)	31.74		(26	)	35.84
Forfeited	(5	)	27.24		(21	)	27.24		(68	)	39.13
Nonvested, at end of year	69		28.60		188		28.75		299		29.54

	Cash-Settled RSUs
	2015				2014				2013
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)				(in thousands)
Nonvested, at beginning of year	469		$	33.00	194		$	43.74	463		$	43.20
Granted	280		27.67		470		32.44		3		27.24
Vested	(190	)	33.82		(124	)	47.48		(215	)	42.71
Forfeited	(61	)	30.75		(71	)	33.24		(57	)	42.46
Nonvested, at end of year	498		29.96		469		33.00		194		43.74

The aggregate grant date fair value of RSUs vested during the years ended October 31, 2015, 2014, and 2013 was $10 million, $9 million, and $10 million, respectively.

Performance-based Stock Options

Performance-based stock options represent the right to receive shares of common stock in the future, with the right to future delivery of the shares subject to forfeiture or other restrictions that will lapse upon satisfaction of a combination of the following conditions: service, market and performance conditions. Performance-based stock options have a seven-year contractual life. Performance-based stock options subject to service and performance conditions are valued using the Black-Scholes option pricing model and cliff-vest at the end of a three-year period, if performance measures are met. Performance -based stock options subject to service and market conditions are valued using a Monte Carlo simulation and cliff-vest at the end of a three-year period, if performance measures are met.

The following table summarizes the performance-based stock options subject to service and performance conditions activity for the years ended October 31:



	2015				2014				2013
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
	(in thousands)				(in thousands)				(in thousands)
Options outstanding, at beginning of year	941		$	35.41	299		$	34.47	—	$	—
Granted	729		27.61		651		35.83		299	34.47
Forfeited	(261	)	33.99		(9	)	35.09		—	—
Options outstanding, at end of year	1,409		31.64		941		35.41		299	34.47

There were no performance-based stock options subject to service and performance conditions exercisable during the years ended October 31, 2015, 2014, and 2013.

The performance-based stock options subject to service and performance conditions weighted average grant date fair value of options granted during the years ended October 31, 2015, 2014, and 2013 was $10.53, $14.12, and $14.01, respectively. The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model.

The following table summarizes the annual weighted average assumptions:



	2015		2014		2013
Risk-free interest rate	1.4	%	1.6	%	0.7	%
Expected volatility	42.9	%	45.5	%	54.1	%
Expected life (in years)	4.7		4.9		5.1

The use of the Black-Scholes option-pricing model requires us to make certain estimates and assumptions. The risk-free interest rate utilized is the implied yield on the U.S. Treasury zero-coupon issues with a remaining term equal to the expected term assumption on the grant date, rounded to the nearest half year. A dividend yield assumption of 0% is used for all grants based on the Company's history of not paying a dividend to any class of stock. Expected volatility is based on a blend of our historical stock prices and implied volatilities from traded options in our stock. The weighted average expected life in years for all grants as a group is then calculated for each year.

The following table summarizes the performance-based stock options subject to service and market conditions activity for the years ended October 31:



	2015				2014				2013
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
	(in thousands)				(in thousands)				(in thousands)
Options outstanding, at beginning of year	670		$	27.24	759		$	27.24	—		$	—
Granted	—		—		—		—		917		27.24
Forfeited	(55	)	27.24		(89	)	27.24		(158	)	27.24
Options outstanding, at end of year	615		27.24		670		27.24		759		27.24

There were no performance-based stock options subject to service and market conditions exercisable during the years ended October 31, 2015, 2014, and 2013.

The following table summarizes the assumptions used in the calculation of the fair value using a Monte Carlo simulation for the performance-based stock options subject to service and market conditions for the year ended October 31:



	2013
Risk-free interest rate	0.9	%
Expected volatility	55.4	%
Expected life (in years)	5.0
Monte Carlo Simulation Fair Value	$12.41

Performance-based Stock Units

Performance-based stock units ("PSUs") represent the right to receive one share of common stock ("share-settled PSUs") or cash equal to the value of one share of common stock ("cash-settled PSUs") in the future, with the right to future delivery of the shares or cash subject to forfeiture or other restrictions that will lapse upon satisfaction of a combination of the following conditions: service, market, and performance conditions. Share and cash-settled PSUs subject to service and performance conditions are valued based on the fair value of the common stock at grant date and vest either at the end of the performance period or cliff-vest at the end of a three-year period, if performance measures are met. Cash-settled PSUs are classified as liabilities and are remeasured at each reporting date until settlement.

The following table summarizes PSUs activity for the years ended October 31:



	Share-Settled PSUs subject to Service and Performance Conditions
	2015				2014				2013
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)				(in thousands)
Nonvested, at beginning of year	292		$	28.48	326		$	28.35	—		$	—
Granted	—		—		—		—		381		28.19
Forfeited	(48	)	27.24		(34	)	27.24		(55	)	27.24
Nonvested, at end of year	244		28.73		292		28.48		326		28.35



	Cash-Settled PSUs subject to Service and Performance Conditions
	2015				2014
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)
Nonvested, at beginning of year	221		$	35.11	—		$	—
Granted	277		27.61		225		35.10
Forfeited	(64	)	32.95		(4	)	35.09
Nonvested, at end of year	434		30.64		221		35.11

Fiscal year 2011 and 2012 cash-settled PSUs subject to service and market conditions are valued using a Monte Carlo simulation. Cash-settled PSUs are classified as liabilities and are remeasured at each reporting date until settlement and vest over a three or extended to five-year period, if performance measures are met.

The following table summarizes cash-settled PSUs subject to service and market conditions activity for the years ended October 31:



	2015			2014			2013
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
	(in thousands)			(in thousands)			(in thousands)
Nonvested, at beginning of year	172	$	69.64	172	$	69.64	314		$	68.03
Forfeited	—	—		—	—		(142	)	66.09
Nonvested, at end of year	172	69.64		172	69.64		172		69.64

Total Share-Based Compensation Expense

Total share-based compensation expense for the years ended October 31, 2015, 2014, and 2013 was $9 million, $16 million and $24 million, respectively. As of October 31, 2015, the minimum performance measures for fiscal year 2013 share-settled PSUs, fiscal year 2011 and 2012 cash-settled PSUs with five-year period, fiscal year 2014 cash-settled PSUs with three-year period and fiscal year 2014 performance-based stock options were not met and no share-based compensation expense was recorded. However, fiscal year 2015 cash-settled PSUs and performance-based stock options partially met the performance measures and share-based compensation expense recorded was based on the interpolated calculated future pay out. Share-based compensation expense will be adjusted each reporting period based on the available current performance measures information for all awards subject to performance conditions. The Company records share-based compensation expense on a straight-line basis over the required service period which is equal to the vesting period, beginning on the grant date. Share-based compensation expense is included in Selling, general, and administrative expenses in the Consolidated Statements of Operations. As of October 31, 2015, there was $35 million of total unrecognized compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of approximately 1.3 years.

The Company received cash of $1 million, $19 million, and $12 million during the years ended October 31, 2015, 2014, and 2013, respectively, related to stock awards exercised. The Company used cash of $6 million during the year ended October 31, 2015 and $5 million during both the years ended October 31, 2014 and 2013, to settle cash-settled RSUs. The Company did not realize any tax benefit from stock awards exercised for fiscal year 2015, 2014, or 2013.