Common Shares And Stock-Based Awards Plans

12 Months Ended

Dec. 31, 2015

Note 8—Common Shares and Stock-Based Awards Plans

On both December 7, 2015 and December 4, 2014, the Board of Directors approved the repurchase of up to $100.0 million of the Company’s outstanding common shares. As of December 31, 2015, the Company had $100.0 million and $34.7 million, respectively, remaining under the program to repurchase additional shares.

Share purchases may be made in the open market, in privately negotiated transactions or block transactions, at the discretion of the Company’s management and as market conditions warrant. Purchases will be funded from available cash and may be commenced, suspended or discontinued at any time without prior notice. Shares repurchased under the program will be retired. During 2015, the Company repurchased a total of 3.1 million common shares for $68.4 million at an average price of $22.27 per share. During 2014, the Company repurchased a total of 1.9 million common shares for $43.8 million at an average price of $23.51 per share. During 2013, the Company repurchased a total of 2.1 million common shares for $41.2 million at an average price of $19.65 per share.

The Benchmark Electronics, Inc. 2000 Stock Awards Plan (the 2000 Plan) authorized, and the 2010 Plan authorizes, the Company, upon approval of the compensation committee of the Board of Directors, to grant a variety of awards, including stock options, restricted shares, restricted stock units, stock appreciation rights, performance compensation awards, phantom stock awards and deferred share units, or any combination thereof, to any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company. Stock options are granted to employees with an exercise price equal to the market price of the Company’s common shares on the date of grant, generally vest over a four-year period from the date of grant and have a term of ten years. Restricted shares and restricted stock units granted to employees generally vest over a four-year period from the date of grant, subject to the continued employment of the employee by the Company. The 2000 Plan expired in 2010, and no additional grants can be made under that plan. The 2010 Plan was approved by the Company’s shareholders in 2010 and amended in 2014. Members of the Board of Directors who are not employees of the Company hold awards under the Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (the 2002 Plan) or the 2010 Plan. Stock options were granted pursuant to the 2002 Plan upon the occurrence of the non-employee director’s election or re-election to the Board of Directors. All awards under the 2002 Plan were fully vested upon the date of grant and have a term of ten years. The 2002 Plan was approved by the Company’s shareholders in 2002 and expired in 2012. No additional grants may be made under the 2002 Plan. Since 2011, awards under the 2010 Plan to non-employee directors have been in the form of restricted stock units, which vest in equal quarterly installments over a one-year period, starting on the grant date.

As of December 31, 2015, 3.7 million additional common shares were available for issuance under the Company’s 2010 Plan.

The following table summarizes activities related to the Company’s stock options:

				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
	Number of		Exercise	Contractual		Intrinsic
(in thousands, except per share data)	Options		Price	Term (Years)		Value
Outstanding as of December 31, 2012	4,240	$	19.88
Granted	348		17.37
Exercised	(713)		15.72
Forfeited or expired	(791)		22.88
Outstanding as of December 31, 2013	3,084		19.79
Granted	378		22.94
Exercised	(940)		20.06
Forfeited or expired	(85)		22.61
Outstanding as of December 31, 2014	2,437		20.07
Granted	289		23.14
Exercised	(114)		17.39
Forfeited or expired	(32)		23.40
Outstanding as of December 31, 2015	2,580	$	20.49	4.65	$	4,969

Exercisable as of December 31, 2015	1,802	$	20.19	2.80	$	4,078

The aggregate intrinsic value in the table above is before income taxes and is calculated as the difference between the exercise price of the underlying options and the Company’s closing stock price as of the last business day of 2015 for options that had exercise prices that were below the closing price.

At December 31, 2015, 2014 and 2013, the number of options exercisable was 1.8 million, 1.6 million and 2.4 million, respectively, and the weighted-average exercise price of those options was $20.19, $20.32 and $20.63, respectively.

The following table summarizes the activities related to the Company’s restricted shares:

			Weighted-
			Average
	Number of		Grant Date
(in thousands, except per share data)	Shares		Fair Value
Non-vested shares outstanding as of December 31, 2012	340	$	16.81
Vested	(106)		17.42
Forfeited	(40)		16.40
Non-vested shares outstanding as of December 31, 2013	194		16.56
Vested	(76)		16.87
Forfeited	(9)		16.85
Non-vested shares outstanding as of December 31, 2014	109		16.33
Vested	(70)		16.84
Forfeited	(1)		16.46
Non-vested shares outstanding as of December 31, 2015	38	$	15.38

The following table summarizes the activities related to the Company’s time-based restrictive stock units:

			Weighted-
			Average
	Number of		Grant Date
(in thousands, except per share data)	Units		Fair Value
Non-vested awards outstanding as of December 31, 2012	103	$	16.70
Granted	277		17.66
Vested	(67)		17.06
Forfeited	(10)		17.36
Non-vested awards outstanding as of December 31, 2013	303		17.48
Granted	246		22.92
Vested	(112)		18.34
Forfeited	(25)		19.99
Non-vested awards outstanding as of December 31, 2014	412		20.33
Granted	228		23.06
Vested	(161)		20.51
Forfeited	(12)		21.03
Non-vested awards outstanding as of December 31, 2015	467	$	21.59

The following table summarizes the activities related to the Company’s performance-based restricted stock units:

			Weighted-
			Average
	Number of		Grant Date
(in thousands, except per share data)	Units		Fair Value
Non-vested units outstanding as of December 31, 2012	164	$	16.39
Granted⁽¹⁾	76		17.37
Forfeited	(25)		16.03
Non-vested units outstanding as of December 31, 2013	215		16.78
Granted⁽¹⁾	88		22.92
Forfeited	(29)		18.52
Non-vested units outstanding as of December 31, 2014	274		18.56
Granted⁽¹⁾	85		22.93
Forfeited	(53)		18.57
Non-vested units outstanding as of December 31, 2015	306	$	19.77

⁽¹⁾Represents target number of units that can vest based on the achievement of the performance goals.