SHAREHOLDERS’ EQUITY

Stock-Based Compensation Plans

The Company currently has one equity compensation plan which reserves shares of common stock for issuance to key employees, directors, consultants and advisors to the Company. The following is a description of this plan:

The 2010 Long-term Stock Incentive Plan (“2010 Plan”) - This plan was adopted in April 2010 and allows the Company to issue incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock based awards authorized by the Compensation Committee of the Board of Directors. Options and awards issued under this plan expire ten years after the options and awards are granted. The maximum number of shares granted per type of award to any individual may not exceed 1,500,000 in any calendar year. Restricted stock grants and common stock awards reduce stock options otherwise available for future grant. Awards for a maximum of 7,500,000 shares may be granted under this plan. A total of 764,784 options and 172,595 restricted stock units were outstanding under this plan as of December 31, 2019.

Shares issued under our share-based compensation plans are usually issued from shares of our common stock held in the treasury.

Compensation cost related to non-qualified stock options recognized in continuing operations (selling, distribution and administrative expenses) for 2019, 2018 and 2017 was $3.3 million, $0.3 million, and $1.1 million respectively. In the first quarter of 2019, the Company repriced approximately 0.6 million shares of outstanding stock options and recorded approximately $0.6 million of related compensation expense and for the year ended December 31, 2019, the Company recorded $0.7 million of related compensation expense. France discontinued operations compensation cost related to non-qualified stock options was $0.4 million in 2018, primarily related to the acceleration of stock options due to the sale of the France business of approximately $0.3 million and de minimis compensation cost in 2017. The related future income tax benefits recognized for 2019, 2018 and 2017 were $0.7 million, $0.1 million and $0.2 million, respectively.

Stock Options

The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2019, 2018 and 2017:



	2019		2018		2017
Expected annual dividend yield	1.9	%	1.4	%	2.4	%
Risk-free interest rate	2.65	%	2.94	%	2.26	%
Expected volatility	50.4	%	48.0	%	48.9	%
Expected life in years	5.0		5.2		4.0

The following table summarizes information concerning outstanding and exercisable options:



	Weighted Average
	2019					2018					2017
	Shares			Weighted Avg. Exercise Price		Shares			Weighted Avg. Exercise Price		Shares			Weighted Avg. Exercise Price
Outstanding at beginning of year	596,148			$	11.64	1,001,300			$	11.58	1,410,250			$	12.57
Granted	1,038,536			$	15.76	17,550			$	31.66	10,000			$	24.36
Exercised	(224,750		)	$	8.92	(400,203		)	$	12.18	(138,450		)	$	13.49
Canceled or expired	(645,150		)	$	12.50	(22,499		)	$	15.24	(280,500		)	$	16.04
Outstanding at end of year	764,784			$	17.31	596,148			$	11.64	1,001,300			$	11.58

Options exercisable at year end	227,598					341,515					588,802
Weighted average fair value per option granted during the year	$	9.16				$	12.87				$	10.69

The total intrinsic value of options exercised was $3.4 million in 2019 and $9.5 million in 2018 and $1.3 million in 2017.

The following table summarizes information about options vested and exercisable or non-vested that are expected to vest (non-vested outstanding less expected forfeitures) at December 31, 2019:



Range of Exercise Prices					Options outstanding and Exercisable	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (in millions)
$	5.00	to	$	10.00	232,000	$	6.23	6.28	$	4.5
$	10.01	to	$	15.00	10,000	$	10.39	0.51	0.1
$	15.01	to	$	20.00	92,285	$	16.93	3.05	0.8
$	20.01	to	$	25.00	430,499	$	23.52	9.07	0.8
$	5.00	to	$	25.00	764,784	$	17.31	7.39	$	6.2

The aggregate intrinsic value in the tables above represents the total pretax intrinsic value (the difference between the closing stock price on the last day of trading in 2019 and the exercise price) that would have been received by the option holders had all options been exercised on December 31, 2019. This value will change based on the fair market value of the Company’s common stock.

The following table reflects the activity for all unvested stock options during 2019:



	Shares		Weighted Average Grant- Date Fair Value
Unvested at January 1, 2019	254,633		$	4.73
Granted	1,038,536		$	9.16
Vested	(452,348	)	$	8.80
Forfeited	(303,635	)	$	5.62
Unvested at December 31, 2019	537,186		$	9.38

At December 31, 2019, there was approximately $2.5 million of unrecognized compensation costs related to unvested stock options, which is expected to be recognized over a weighted average period of 3.7 years. The total fair value of stock options vested during 2019, 2018 and 2017 was $4.0 million, $1.2 million and $0.9 million, respectively.

Restricted Stock and Restricted Stock Units

The following table reflects the activity for restricted stock awards, excluding the restricted stock issued to Directors (in millions, except shares data):



Year Granted	Shares Granted	Outstanding at December 31, 2019	Rights to Cash Dividend	Other Participation Rights	Performance Award	Compensation Expense
						Year Ended December 31,
						2019		2018		2017
2010	175,000	—	Yes	None	No	$	0.0	$	0.1	$	0.1
2011	100,000	—	Yes	None	No	0.0		0.2		0.1
2012	50,000	15,000	Yes	None	No	0⁽¹⁾		0⁽¹⁾		0.1
2016	100,000	—	Yes	None	No	0⁽¹⁾		0.1		0.2
2017	53,288	—	Yes	None	No	0.0		0⁽¹⁾		0.1
2017	49,600	—	Yes	None	Yes	0.0		1.5 ⁽²⁾		0⁽¹⁾
2018	5,117	—	Yes	None	No	0.0		0⁽¹⁾		0.0
2019	30,251	30,251	Yes	None	No	0.3		0.0		0.0
2019	149,412	114,513	Yes	None	Yes	1.3		0.0		0.0
					Total	$	1.6	$	1.9	$	0.6



¹		less than $0.1 million of expense recorded
²		As a result of the sale of the France business in August 2018 and terms of the performance award, compensation expense of $1.5 million and less than $0.1 million was recorded in discontinued operations for the year ended 2018 and 2017, respectively.

Share-based compensation expense for restricted stock issued to Directors was $0.2 million in 2019, $0.1 million in 2018 and $0.1 million benefit in 2017 due to the resignation of two Directors during the year.

At December 31, 2019, there was approximately $2.5 million of unrecognized compensation cost related to the unvested RSU's, which is expected to be recognized over a weighted average period of 3.05 years.

In 2018, due to the sale of the France business, $1.5 million of compensation expense related to the performance RSU's above were reported in discontinued operations and less than $0.1 million was recorded during 2017.

Compensation expense related to RSU and performance RSU's reported within continuing operations was approximately $1.8 million, $0.5 million and $0.5 million for the years ended December 31, 2019, 218 and 2017, respectively. Share-based compensation expense related to restricted stock units and performance RSU's is recognized within selling, distribution and administrative expenses.

The following table reflects the activity for all unvested restricted stock during 2019:



	Shares		Weighted Average Grant- Date Fair Value
Unvested at January 1, 2019	132.484		14.31
Granted	188.717		23.39
Vested	(133.725	)	14.39
Forfeited	(14.881	)	26.45
Unvested at December 31, 2019	172.595		23.14

Employee Stock Purchase Plan

The 2018 Employee Stock Purchase Plan - This plan was approved by the Company's stockholders in December 2018 and a reserve of 500,000 shares of common stock has been established under this plan. The Company adopted this plan, the terms of which allow for eligible employees (as defined in the 2018 Employee Stock Purchase Plan) to participate in the purchase, during each six month purchase period, up to a maximum of 10,000 shares of the Company's common stock at a purchase price equal to 85% of the closing price at either the start date or the end date of the stock purchase period, whichever is lower. Compensation expense related to this plan of approximately $0.3 million and $0.1 million, respectively, is recognized in selling, distribution and administrative expenses during 2019 and 2018. As of December 31, 2019, approximately 455,771 shares remain reserved for issuance under this plan. Employees purchased approximately 44,229 shares of common stock during fiscal year 2019 at an average per share price of $17.61.

Stock Repurchase

In 2018, the Company's Board of Director's approved a share repurchase program with a repurchase authorization of up to two million shares of the Company's common stock. Under the share repurchase program, the Company is authorized to purchase shares from time to time through open market purchases, tender offerings or negotiated purchases, subject to market conditions and other factors. In 2018, the Company repurchased 232,550 common shares for approximately $9.1 million. Details of the purchase was as follows:



Fiscal Month/Year	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

July 2018	232,550	38.96	232,550	1,767,450