Capital Stock and Share-Based Compensation Plans

Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.

Share Repurchase Plan — In May 2014, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares through December 2016. Shares may be repurchased from time to time at management's discretion, either in the open market, through pre-arranged trading plans or in privately negotiated block transactions. Under this authorization, we repurchased a total of $44.4 million of shares at prices ranging from $12.84 to $19.51 per share and $16.2 million of shares at prices ranging from $15.92 to $24.96 per share in 2016 and 2015, respectively. Before this authorization expired at the end of December 2016, an additional $0.5 million of shares were repurchased but not settled until 2017.

In November 2016, our Board of Directors authorized a new repurchase program of up to $100 million of our Class A Common shares through December 31, 2018. No shares had been repurchased under this program as of December 31, 2016.

Incentive Plans — We have adopted The E. W. Scripps Company 2010 Long-Term Incentive Plan (the “Plan”) which terminates on February 15, 2020. The Plan permits the granting of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs), restricted and unrestricted Class A Common shares and performance units to key employees and non-employee directors.

We satisfy stock option exercises and vested stock awards with newly issued shares. As of December 31, 2016, 4.5 million shares were available for future stock compensation awards.

On the closing of the Journal transactions, the number and exercise price of all outstanding share awards retained by Scripps employees and directors were adjusted to maintain the awards' economic value. All other terms of the awards, including the terms and conditions relating to vesting, remained the same. Restricted share units outstanding immediately prior to the closing held by newspaper employees became fully vested and were treated in the same manner as outstanding shares of Class A Common shares (i.e. the holders received a combination of Scripps Class A Common shares, shares of Journal Media Group common stock and a cash dividend-equivalent payment in connection with the Scripps special dividend).

Stock Options — Stock options grant the recipient the right to purchase Class A Common shares at not less than 100% of the fair market value on the date the option is granted. We have not issued any new stock options since 2008.

The following table summarizes information about stock option transactions:



	Number of Shares		Weighted- Average Exercise Price		Range of Exercise Prices

Outstanding at December 31, 2013	3,370,048		$	9.46	$7-11
Exercised	(1,662,055	)	10.01		9-11
Forfeited	(4,117	)	10.45		10-11
Outstanding at December 31, 2014	1,703,876		8.92		7-11
Exercised	(877,966	)	8.85		8-11
Impact of Journal transactions	170,969		7.62		6-9
Outstanding at December 31, 2015	996,879		7.45		6-9
Exercised	(509,965	)	8.07		8-9
Outstanding at December 31, 2016	486,914		6.81		6-9

The following table presents additional information about exercises of stock options:



	For the years ended December 31,
(in thousands)	2016		2015		2014

Cash received upon exercise	$	4,641	$	7,249	$	16,579
Intrinsic value (market value on date of exercise less exercise price)	4,888		10,801		16,036
Tax benefits realized ⁽¹⁾	1,877		4,101		6,013

⁽¹⁾ Benefits for 2015 were not recognized under prior accounting guidance until realized. In 2016, upon adoption of new accounting guidance, they are realized when generated.

Information about options outstanding and options exercisable by year of grant is as follows:



			Options Outstanding and Exercisable
Year of Grant	Range of Exercise Prices	Average Remaining Term (in years)	Options on Shares Outstanding	Weighted Average Exercise Price		Aggregate Intrinsic Value (in millions)

2007 – expire in 2017	$8	0.32	37,313	$	8.14	$	0.4
2008 – expire in 2018	6-9	1.56	449,601	6.70		5.7
Total	6-9	1.46	486,914	6.81		$	6.1

Restricted Stock Units — Awards of restricted stock units (RSUs) generally require no payment by the employee. RSUs are converted into an equal number of Class A Common shares when vested. These awards generally vest over a three or four year period, conditioned upon the individual’s continued employment through that period. Awards vest immediately upon the retirement, death or disability of the employee or upon a change in control of Scripps or in the business in which the individual is employed. Unvested awards may be forfeited if employment is terminated for other reasons. Awards are nontransferable during the vesting period, but the awards are entitled to all the rights of an outstanding share. There are no post-vesting restrictions on awards granted to employees and non-employee directors.

Long-term incentive compensation includes performance share awards. Performance share awards represent the right to receive an award of RSUs if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less or more than the target number of shares depending on the extent to which the specified performance measures are met or exceeded.

Information and activity for our RSUs is presented below:



			Grant Date Fair Value
	Number of Shares		Weighted Average		Range of Prices

Unvested at December 31, 2013	1,586,841		$	10.59	7-20
Awarded	567,695		16.52		16-22
Vested	(704,528	)	10.40		7-20
Forfeited	(225,487	)	11.75		9-18
Unvested at December 31, 2014	1,224,521		13.24		7-22
Awarded	495,396		22.36		20-24
Vested	(650,490	)	12.17		7-22
Forfeited	(220,770	)	16.39		9-22
Impact of Journal transactions	61,384		13.73		7-22
Unvested at December 31, 2015	910,041		18.22		10-24
Awarded	996,839		15.76		13-18
Vested	(444,267	)	17.78		13-19
Forfeited	(37,436	)	16.82		12-24
Unvested at December 31, 2016	1,425,177		17.05		12-24

The following table presents additional information about RSU vesting:



	For the years ended December 31,
(in thousands)	2016		2015		2014

Fair value of RSUs vested	$	7,898	$	15,697	$	12,906
Tax benefits realized on vesting ⁽¹⁾	3,033		5,965		4,840

⁽¹⁾ Benefits for 2015 were not recognized under prior accounting guidance until realized. In 2016, upon adoption of new accounting guidance, they are realized when generated.

Share-based Compensation Costs

Share-based compensation costs were as follows:



	For the years ended December 31,
(in thousands)	2016		2015			2014

Total share-based compensation	$	8,093	$	9,545		$	7,631
Included in discontinued operations	—		(1,126		)	(1,426		)
Included in continuing operations	$	8,093	$	8,419		$	6,205
Share-based compensation, net of tax	$	4,985	$	5,220		$	3,878

As of December 31, 2016, $7.5 million of total unrecognized compensation costs related to RSUs and performance shares is expected to be recognized over a weighted-average period of 2.3 years.