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## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

## AZZ INC. 

The following table summarizes additional information about stock appreciation rights outstanding at February 28, 2019. 

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## Directors Grants 

The Company granted each of its independent directors a total of 1,823, 2,040 and 1,641 shares of its common stock during fiscal years 2019, 2018 and 2017, respectively. These common stock grants were valued at $54.85, $49.00 and $60.94 per share for fiscal years 2019, 2018 and 2017, respectively, which was the market price of the Company's common stock on the respective grant dates. 

## Employee Stock Purchase Plan 

The Company also has an employee stock purchase plan, which allows employees of the Company to purchase common stock of the Company through accumulated payroll deductions. Offerings under this plan have a duration of 24 months (the "offering period"). On the first day of an offering period (the “enrollment date”) the participant is granted the option to purchase shares on each exercise date at the lower of 85% of the market value of a share of our common stock on the enrollment date or the exercise date. The participant’s right to purchase common stock under the plan is restricted to no more than $25,000 per calendar year and the participant may not purchase more than 5,000 shares during any offering period. Participants may terminate their interest in a given offering or a given exercise period by withdrawing all of their accumulated payroll deductions at any time prior to the end of the offering period. 

Share-based compensation expense and related income tax benefits related to all the plans listed above were as follows (in thousands): 

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Unrecognized compensation cost related to all the above at February 28, 2019 totaled $6.1 million. These costs are expected to be recognized over a weighted period of 1.71 years. 

The actual tax benefit realized for tax deductions from share-based compensation during each of these fiscal years totaled $(0.3) million, $0.2 million and $1.5 million, respectively. 

The Company’s policy is to issue shares required under these plans from the Company’s authorized but unissued shares. The Company has no formal or informal plan to repurchase shares on the open market to satisfy these requirements. 

