7. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). In February 2015, our Board approved a 7.5 million share increase in the number of shares authorized for repurchase under the Stock Repurchase Program, bringing the total number of shares authorized to 42.5 million. During the nine months ended September 30, 2015 and 2014, we repurchased 0.3 million shares of our common stock for $7.0 million (weighted-average price of $27.06 per share) and 0.2 million shares of our common stock for $5.2 million (weighted-average price of $27.26 per share), respectively, under a Securities and Exchange Commission (“SEC”) Rule 10b5-1 Plan.

In March 2015, we entered into an accelerated share repurchase transaction agreement (the “ASR Agreement”) with a counterparty to repurchase $50 million of our common stock. We paid $50 million to the counterparty and received an initial delivery of 1.3 million shares of our outstanding common stock for an aggregate value of approximately $40 million. The initial shares were reflected as treasury stock in the period the shares were delivered. The remaining amount was recorded as a forward contract indexed to our common stock in additional paid in capital. The final delivery of shares under the ASR Agreement will be based generally upon the daily volume weighted average price of our common stock during the repurchase period. At settlement, under certain circumstances, the counterparty may be required to deliver additional shares of common stock to us, or under certain circumstances, we may be required to deliver shares of common stock or cash, at our option, to the counterparty. Final settlement of the transactions under the ASR Agreement is expected to occur no later than December 2015. The ASR Agreement meets all the applicable criteria for equity classification, and, therefore, is not accounted for as a derivative instrument.

As of September 30, 2015, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 7.3 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the nine months ended September 30, 2015 and 2014, we repurchased and then cancelled 0.3 million shares of common stock for $8.0 million and 0.2 million shares of common stock for $6.7 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Cash Dividends. During the third quarter of 2015, the Board approved a quarterly cash dividend of $0.1750 per share of common stock, totaling $5.7 million. During the third quarter of 2014, the Board approved a quarterly cash dividend of $0.1575 per share of common stock, totaling $5.5 million. Dividends declared for the nine months ended September 30, 2015 and 2014, totaled $17.2 million and $16.0 million, respectively

Warrants. In 2014, in conjunction with the execution of an amendment to our current agreement with Comcast Corporation (“Comcast”), we issued stock warrants (the “Warrant Agreement”) for the right to purchase up to approximately 2.9 million shares of our common stock (the “Stock Warrants”) as an additional incentive for Comcast to migrate new customer accounts to ACP. The Stock Warrants have a 10-year term and an exercise price of $26.68 per warrant. As of September 30, 2015, approximately 1.0 million Stock Warrants have vested.

Upon vesting, the Stock Warrants are recorded as a client incentive asset with the corresponding offset to stockholders’ equity. The client incentive asset related to the Stock Warrants is amortized as a reduction in processing and related services revenues over the remaining term of the Comcast amended agreement. As of September 30, 2015, we recorded a client incentive asset related to these Stock Warrants of $7.3 million and have amortized $1.6 million as a reduction in processing and related services revenues.

The remaining unvested Stock Warrants will be accounted for as client incentive assets in the period the performance conditions necessary for vesting have been met. As of September 30, 2015, none of the Stock Warrants had been exercised.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the third quarter and nine months ended September 30, 2015 is as follows (shares in thousands):

	Quarter Ended September 30, 2015					Nine Months Ended September 30, 2015
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		2,283		$	25.34		2,311			$	22.81
Awards granted		30			31.70		625				29.76
Awards forfeited/cancelled		(41	)		24.04		(82	)			24.01
Awards vested		(228	)		26.60		(810	)			21.75
Unvested awards, ending		2,044		$	25.32		2,044			$	25.32

Included in the awards granted during the nine months ended September 30, 2015, are performance-based awards for 0.1 million restricted common stock shares issued to members of executive management, which vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established stock price objectives. The performance-based awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

All other restricted common stock shares granted during the third quarter and nine months ended September 30, 2015 are time-based awards, which vest primarily annually over four years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

We recorded stock-based compensation expense for the third quarters of 2015 and 2014 of $5.3 million and $4.5 million, respectively, and for the nine months ended September 30, 2015 and 2014 of $15.8 million and $12.3 million, respectively.