STOCK BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

On December 29, 2014, we effected a two-for-one stock split of our common stock in the form of a 100% stock dividend to shareholders of record as of December 12, 2014. All share and option exercise and restricted stock price information has been retroactively adjusted to reflect the stock split.

The Company has two shareholder-approved plans, the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and the 2000 Directors Stock Plan, under which the Company’s officers, senior management, other key employees, consultants and directors may be granted options to purchase the Company’s common stock or other forms of equity-based awards.

2002 Long-Term Incentive and Stock Award Plan, as amended. In November 2002, our stockholders approved the 2002 Long-Term Incentive and Stock Award Plan. An aggregate of 3,200,000 shares of common stock were originally reserved for issuance under this plan. At various Annual Meetings of Stockholders, including the 2014 Annual Meeting, the plan was amended to increase the number of shares issuable to 31,500,000 shares. The plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted share units, performance shares, performance share units and other equity awards to employees, directors and consultants. Awards denominated in shares of common stock other than options and stock appreciation rights will be counted against the available share limit as 2.07 shares for every one share covered by such award. All of the options granted to date under the plan have been incentive or non-qualified stock options providing for the exercise price equal to the fair market price at the date of grant. Stock option awards granted under the plan expire 7 years after the date of grant. Options and other stock-based awards vest in accordance with provisions set forth in the applicable award agreements. No awards shall be granted under this plan after November 20, 2024.

There were no options granted under this plan in fiscal years 2015, 2014 or 2013.

There were 439,652, 387,760 and 1,290,254 shares of restricted stock and restricted share units granted under this plan during fiscal years 2015, 2014 and 2013, respectively. Included in these grants during fiscal years 2015, 2014 and 2013 were 365,400, 353,120 and 1,227,200, respectively, of restricted stock and restricted share units granted under the Company’s long-term incentive programs, of which 108,638, 74,680 and 898,032, respectively, are subject to the achievement of minimum performance goals established under those programs (see “Long-term Incentive Plan,” below) or market conditions.

At June 30, 2015, 1,126,968 options and 1,098,254 unvested restricted stock and restricted share units were outstanding under this plan and there were 9,339,767 shares available for grant under this plan.

2000 Directors Stock Plan, as amended. In May 2000, our stockholders approved the 2000 Directors Stock Plan. The plan originally provided for the granting of stock options to non-employee directors to purchase up to an aggregate of 1,500,000 shares of our common stock. In December 2003, the plan was amended to increase the number of shares issuable to 1,900,000 shares. In March 2009, the plan was amended to permit the granting of restricted stock, restricted share units and dividend equivalents and was renamed. All of the options granted to date under this plan have been non-qualified stock options providing for the exercise price equal to the fair market price at the date of grant. Stock option awards granted under the plan expire 7 years after the date of grant. No awards shall be granted under this plan after December 1, 2015.

There were no options granted under this plan in fiscal years 2015, 2014, or 2013.

There were 19,800, 28,000, and 49,500 shares of restricted stock granted under this plan during fiscal years 2015, 2014 and 2013, respectively.

At June 30, 2015, 46,788 unvested restricted shares were outstanding and there will be no further shares or options granted under this plan.

At June 30, 2015 there were also 121,944 options outstanding that were granted under the prior Celestial Seasonings plan. Although no further awards can be granted under those plans, the options outstanding continue in accordance with the terms of the respective plans and grants.

There were 11,723,361 shares of Common Stock reserved for future issuance in connection with stock based awards as of June 30, 2015.

Compensation cost and related income tax benefits recognized in the Consolidated Statements of Income for stock based compensation plans were as follows:



	Fiscal Year ended June 30,
	2015		2014		2013
Compensation cost (included in selling, general and administrative expense)	$	12,197	$	12,448	$	13,010
Related income tax benefit	$	4,695	$	4,787	$	4,969

Stock Options

A summary of the stock option activity for the three fiscal years ended June 30, 2015 is as follows:



	2015		Weighted Average Exercise Price		2014		Weighted Average Exercise Price		2013		Weighted Average Exercise Price
Outstanding at beginning of year	2,674,290		$	9.83	3,557,504		$	9.44	5,160,866		$	9.00
Exercised	(1,425,378	)	$	13.08	(882,614	)	$	8.30	(1,590,562	)	$	8.03
Canceled and expired	—		$	—	(600	)	$	8.01	(12,800	)	$	7.44
Outstanding at end of year	1,248,912		$	6.12	2,674,290		$	9.83	3,557,504		$	9.44
Options exercisable at end of year	1,248,912		$	6.12	2,674,290		$	9.83	3,470,854		$	9.45



	Fiscal Year ended June 30,
	2015		2014		2013
Intrinsic value of options exercised	$	62,213	$	29,778	$	39,562
Cash received from stock option exercises	$	18,643	$	7,320	$	12,763
Tax benefit recognized from stock option exercises	$	24,213	$	11,584	$	14,468

For options outstanding and exercisable at June 30, 2015, the aggregate intrinsic value (the difference between the closing stock price on the last day of trading in the year and the exercise price) was $74,616 and the weighted average remaining contractual life was 2.3 years. At June 30, 2015 there was no unrecognized compensation expense related to stock option awards.

Restricted Stock

Awards of restricted stock may be either grants of restricted stock or restricted share units that are issued at no cost to the recipient. For restricted stock grants, at the date of grant the recipient has all rights of a stockholder, subject to certain restrictions on transferability and a risk of forfeiture. For restricted share units, legal ownership of the shares is not transferred to the employee until the unit vests. Restricted stock and restricted share unit grants vest in accordance with provisions set forth in the applicable award agreements, which may include performance criteria for certain grants. The compensation cost of these awards is determined using the fair market value of the Company’s common stock on the date of the grant. Compensation expense for restricted stock awards with a service condition is recognized on a straight-line basis over the vesting term. Compensation expense for restricted stock awards with a performance condition is recorded when the achievement of the performance criteria is probable and is recognized over the performance and vesting service periods.

A summary of the restricted stock and restricted share units activity for the three fiscal years ended June 30, 2015 is as follows:



	2015		Weighted Average Grant Date Fair Value (per share)	2014		Weighted Average Grant Date Fair Value (per share)	2013		Weighted Average Grant Date Fair Value (per share)
Non-vested restricted stock and restricted share units - beginning of year	1,258,744		$25.44	1,547,136		$21.22	974,818		$14.97
Granted	311,284		$54.11	224,792		$41.39	1,123,064		$22.80
Vested	(401,936	)	$26.86	(476,290	)	$19.09	(531,638	)	$13.12
Forfeited	(23,050	)	$40.65	(36,894	)	$28.72	(19,108	)	$19.37
Non-vested restricted stock and restricted share units - end of year	1,145,042		$32.30	1,258,744		$25.44	1,547,136		$21.22



	Fiscal Year ended June 30,
	2015		2014		2013
Fair value of restricted stock and restricted share units granted	$	16,462	$	9,303	$	25,606
Fair value of shares vested	$	21,481	$	19,905	$	16,547
Tax benefit recognized from restricted shares vesting	$	8,364	$	7,535	$	6,253

On July 3, 2012, the Company entered into a Restricted Stock Agreement (the “Agreement”) with Irwin D. Simon, the Company’s Chairman, President and Chief Executive Officer. The Agreement provides for a grant of 800,000 shares of restricted stock (the “Shares”), the vesting of which is both market and time-based. The market condition is satisfied in increments of 200,000 Shares upon the Company’s common stock achieving four share price targets. On the last day of any forty-five (45) consecutive trading day period during which the average closing price of the Company’s common stock on the NASDAQ Global Select Market equals or exceeds the following prices: $31.25, $36.25, $41.25 and $50.00, respectively, the market condition for each increment of 200,000 Shares will be satisfied. The market conditions must be satisfied prior to June 30, 2017. Once each market condition has been satisfied, a tranche of 200,000 Shares will vest in equal amounts annually over a five-year period. Except in the case of a change of control, termination without cause, death or disability (each as defined in Mr. Simon’s Employment Agreement), the unvested Shares are subject to forfeiture unless Mr. Simon remains employed through the applicable market and time vesting periods. The grant date fair value for each tranche was separately estimated based on a Monte Carlo simulation that calculated the likelihood of goal attainment and the time frame most likely for goal attainment. The total grant date fair value of the Shares was estimated to be $16,151, which was expected to be recognized over a weighted-average period of approximately 4.0 years. On September 28, 2012, August 27, 2013, December 13, 2013, and October 22, 2014, the four respective market conditions were satisfied. As such, the four tranches of 200,000 Shares are expected to vest in equal amounts over the five-year period commencing on the first anniversary of the date the market condition for the respective tranche was satisfied.

At June 30, 2015, $19,378 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards, inclusive of the Shares, is expected to be recognized over a weighted-average period of approximately 2.2 years.

Long-Term Incentive Plan

The Company maintains a long-term incentive program (the “LTI Plan”). The LTI Plan currently consists of two two-year performance-based long-term incentive plans (the “2014-2015 LTIP” and the “2015-2016 LTIP”) that provides for a combination of equity grants and performance awards that can be earned over each two year period. The 2015-2016 LTIP awards contain an additional year of time-based vesting. Participants in the LTI Plan include the Company’s executive officers, including the Chief Executive Officer, and certain other key executives.

The Compensation Committee administers the LTI Plan and is responsible for, among other items, establishing the target values of awards to participants and selecting the specific performance factors for such awards. Following the end of each performance period, the Compensation Committee determines, at its sole discretion, the specific payout to each participant. Such awards may be paid in cash and/or unrestricted shares of the Company’s common stock at the discretion of the Compensation Committee, provided that any such stock-based awards shall be issued pursuant to and be subject to the terms and conditions of the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan, as in effect and as amended from time to time. Upon the adoption of the 2014-2015 LTIP and the 2015-2016 LTIP, the Compensation Committee granted an initial award to each participant in the form of equity-based instruments (restricted stock or restricted share units), for a portion of the individual target awards (the “Initial Equity Grants”). These Initial Equity Grants are subject to time vesting requirements and a portion are also subject to the achievement of minimum performance goals. The Initial Equity Grants are expensed over the respective vesting periods on a straight-line basis. The payment of the actual awards earned at the end of the applicable performance period, if any, will be reduced by the value of the Initial Equity Grants.

The Compensation Committee determined that the target values previously set under the LTI Plan covering the 2013 and 2014 fiscal years (the “2013-2014 LTIP”) were achieved and approved the payment of awards to the participants. After deducting the value of the Initial Equity Grants, the awards related to the 2013-2014 LTIP totaled $7,439 (which were settled by the issuance of 148,168 unrestricted shares of the Company’s common stock in the first quarter of fiscal 2015).

The Company has recorded expense (in addition to the stock based compensation expense associated with the Initial Equity Grants) of $4,967, $9,495 and $7,460 for the fiscal years ended June 30, 2015, 2014 and 2013 respectively, related to LTI plans.