SHAREHOLDERS’ EQUITY

Stock-Based Compensation Plans

The Company currently has three equity compensation plans which reserve shares of common stock for issuance to key employees, directors, consultants and advisors to the Company. The following is a description of these plans:

The 1999 Long-term Stock Incentive Plan, as amended (“1999 Plan”) - This plan was adopted in October 1999 with substantially the same terms and provisions as the 1995 Long-term Stock Incentive Plan. The number of shares that may be granted under this plan to a maximum of 7,500,000. The maximum number of shares granted per type of award to any individual may not exceed 1,500,000 in any calendar year and 3,000,000 in total. The ability to grant new awards under this plan ended on December 31, 2009 but awards granted prior to such date continue until their expiration. A total of 158,375 options were outstanding under this plan as of December 31, 2017.

The 2006 Stock Incentive Plan For Non-Employee Directors - This plan, adopted by the Company’s stockholders in October, 2006, replaces the 1995 Stock Option Plan for Non-Employee Directors. The Company adopted the plan so that it could offer directors of the Company who are not employees of the Company or of any entity in which the Company has more than a 50% equity interest (“independent directors”) an opportunity to participate in the ownership of the Company by receiving options to purchase shares of common stock at a price equal to the fair market value at the date of grant of the option and restricted stock awards. Awards for a maximum of 200,000 shares may be granted under this plan. A total of 5,000 options were outstanding under this plan as of December 31, 2017.

The 2010 Long-term Stock Incentive Plan (“2010 Plan”) - This plan was adopted in April 2010 with substantially the same terms and provisions as the 1999 Long-term Stock Incentive Plan. 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 837,925 options and 191,267 restricted stock units were outstanding under this plan as of December 31, 2017.

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 operating results (selling, distribution and administrative expense) for 2017, 2016 and 2015 was $1.1 million, $0.8 million, and $0.2 million respectively, and of these amounts ETG segment's compensation cost related to non-qualified stock options was de minimis in 2017, approximately $0.1 million in 2016 and de minimis in 2015. NATG segment’s compensation cost related to non-qualified stock options was de minimis in 2016 and 2015. The related future income tax benefits recognized for 2017, 2016 and 2015 were $0.2 million, $0.3 million and $0.1 million, respectively.

Stock Options

The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2017, 2016 and 2015:



	2017		2016		2015
Expected annual dividend yield	2.4	%	—	%	—	%
Risk-free interest rate	2.26	%	1.64	%	1.73	%
Expected volatility	48.9	%	44.4	%	40.2	%
Expected life in years	4.00		7.10		6.30

The following table summarizes information concerning outstanding and exercisable options:



	Weighted Average
	2017					2016					2015
	Shares			Weighted Avg. Exercise Price		Shares			Weighted Avg. Exercise Price		Shares			Weighted Avg. Exercise Price
Outstanding at beginning of year	1,410,250			$	12.57	954,625			$	15.98	1,127,250			$	16.12
Granted	10,000			$	24.36	670,000			$	8.43	25,000			$	10.62
Exercised	(138,450		)	$	13.49	—			$	—	(4,000		)	$	6.30
Cancelled or expired	(280,500		)	$	16.04	(214,375		)	$	14.86	(193,625		)	$	16.29
Outstanding at end of year	1,001,300			$	11.58	1,410,250			$	12.57	954,625			$	15.98

Options exercisable at year end	588,802					750,250					832,125
Weighted average fair value per option granted during the year	$	10.69				$	3.94				$	4.44

The total intrinsic value of options exercised was $1.3 million in 2017 and de minimis in 2016 and 2015.

The following table summarizes information about options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) at December 31, 2017:



Range of Exercise Prices					Number Exercisable	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (in millions)
$	5.00	to	$	10.00	505,738	$	8.53	8.34	$	12.5
$	10.01	to	$	15.00	306,375	$	13.00	2.63	6.2
$	15.01	to	$	20.00	156,600	$	18.32	4.47	2.3
$	20.01	to	$	24.36	10,000	$	24.36	9.61	0.1
$	5.00	to	$	24.36	978,713	$	11.66	5.94	$	21.1

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 2017 and the exercise price) that would have been received by the option holders had all options been exercised on December 31, 2017. 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 2017:



	Shares		Weighted Average Grant- Date Fair Value
Unvested at January 1, 2017	660,000		$	4.02
Granted	10,000		$	10.69
Vested	(176,252	)	$	4.84
Forfeited	(81,250	)	$	3.21
Unvested at December 31, 2017	412,498		$	4.93

At December 31, 2017, there was approximately $1.0 million of unrecognized compensation costs related to unvested stock options, which is expected to be recognized over a weighted average period of 2.4714611872 . The total fair value of stock options vested during 2017, 2016 and 2015 was $0.9 million, $0.6 million and $1.1 million, respectively.

Restricted Stock and Restricted Stock Units

In August 2010, the Company granted 175,000 RSUs under the 2010 Plan to a key employee who is also a Company director. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which vests in ten equal annual installments of 17,500 units beginning May 15, 2011 and each May 15, thereafter. Compensation expense related to this RSU award was approximately $0.1 million in 2017 and 2016 and $0.2 million during 2015.

In November 2011, the Company granted 100,000 RSUs under the 2010 Plan to a key employee who is also a Company director. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which vests in ten equal annual installments of 10,000 units beginning November 14, 2012 and each November 14 thereafter. Compensation expense related to this RSU award was approximately $0.1 million in 2017 and 2016 and $0.2 million, during 2015.

In January 2012 and March 2012, the Company granted 50,000 RSUs under the 2010 Plan to each of two key employees. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. These RSU awards were non-performance awards which vest in ten equal annual installments of 10,000 units beginning January 3, 2013 and March 1, 2013, respectively, and each January 3 and March 1, thereafter. The termination without cause of one of these key employees during 2015 caused the accelerated vesting of the remaining 35,000 shares in accordance with the restricted stock agreement with the Company. Compensation expense related to the remaining RSU award was approximately $0.1 million in 2017 and 2016 and combined compensation expense was approximately $0.4 million in 2015.

In July 2015, the Company granted 23,620 RSUs under the 2010 Plan to, at that time, a key employee. These RSU's had none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which was to vest in four equal annual installments of 5,905 units beginning July 6, 2015 and each July 6 thereafter. This key employee was terminated in the third quarter of 2016 and this award was forfeited. Compensation expense related to this RSU award was de minimis in 2016.

In February 2016, the Company granted 100,000 RSUs under the 2010 Plan to certain key employees, one of whom is also a Company director. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. The RSU awards were non-performance awards which vest in three annual installments beginning February 1, 2017. Compensation expense related to these RSU awards was approximately $0.2 million in 2017 and $0.5 million in 2016.

In October 2017 and November 2017, the Company granted 53,288 RSU's under the 2010 Plan to certain key employees. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. The RSU awarded in October 2017 was a non-performance award which vest in two installments: 1,844 units vested immediately and 1,844 units vest in April 2018. The RSU's granted in November 2017 of 49,600 units were performance awards which vest in up to three installments beginning December 2019. Combined compensation expense related to these performance and non-performance RSU awards was approximately $0.1 million during 2017.

Share-based compensation expense for restricted stock issued to Directors was $(0.1) million in 2017 due to the resignation of two Directors during the year and $0.1 million in each of 2016 and 2015. All of the above share-based compensation expense is recognized in selling, distribution and administrative expense in 2017, 2016 and 2015.