Note 16. Employee Benefit and Incentive Plans

Stock-Based Incentive Plans

We had stock-based incentive awards outstanding under three benefit plans as of September 30, 2011: (i) the Amended and Restated 1997 Non-Employee Director Stock Plan, or 1997 Director Plan, (ii) the 2007 Long-Term Incentive Plan, or 2007 Plan, and (iii) the 2011 Long-Term Incentive Plan, or 2011 Plan. The 1997 Director Plan and the 2007 Plan expired in 2007 and June 2011, respectively and no new awards may be issued under them. Under the 2011 Plan, a maximum of 1 million shares of class A common stock may be issued. Shares canceled under previous plans are available to be reissued under the 2011 Plan. As of September 30, 2011, there were 969,183 shares available under the 2011 Plan.

Under these plans, our employees are issued shares of our restricted class A common stock. We record grant date fair value of these shares as an expense over their vesting period. A portion of these shares vest pro-rata over a three-year service period, with the remainder contingently vesting after a four-year period based on the returns we have achieved.

As of September 30, 2011, unvested share-based compensation consisted of 244,424 shares of restricted class A common stock with an unamortized value of $410,000. Subject to vesting conditions and the continued employment of certain employees, these costs will be recognized as compensation expense over the next two and a half years.

Activity under these three plans for the nine months ended September 30, 2011 is summarized in the table below in share and share equivalents:

Benefit Type	1997 Employee Plan			1997 Director Plan		2007 Plan			2011 Plan		Total
Options
Beginning balance		12,224			—		—			—		12,224
Expired		(12,224	)		—		—			—		(12,224	)
Ending balance		—			—		—			—		—

Restricted Class A Common Stock(1)
Beginning balance		—			—		32,785			—		32,785
Granted		—			—		300,000			—		300,000
Vested		—			—		(88,361	)		—		(88,361	)
Ending balance		—			—		244,424			—		244,424

Stock Units(2)
Beginning balance		—			68,544		416,855			—		485,399
Granted and deferred		—			—		21,405			30,817		52,222
Ending balance		—			68,544		438,260			30,817		537,621

Total outstanding		—			68,544		682,684			30,817		782,045


(1)	Comprised of both performance based awards that vest upon the attainment of certain common equity return thresholds and time based awards that vest based upon an employee’s continued employment on pre-established vesting dates.
(2)	Stock units are granted to certain members of our board of directors in lieu of cash compensation for services and in lieu of dividends earned on previously granted stock units.

A summary of the unvested restricted class A common stock as of and for the nine months ended September 30, 2011 was as follows:

	Restricted Class A Common Stock
	Shares			Grant Date Fair Value
Unvested at January 1, 2011		32,785			$5.67
Granted		300,000			2.29
Vested		(88,361	)		2.62
Unvested at September 30, 2011		244,424			$2.65

A summary of the unvested restricted class A common stock as of and for the nine months ended September 30, 2010 was as follows:

	Restricted Class A Common Stock
	Shares			Grant Date Fair Value
Unvested at January 1, 2010		79,023			$7.99
Granted		16,875			1.27
Vested		(45,287	)		8.16
Unvested at September 30, 2010		50,611			$6.43

The total grant date fair value of restricted shares that vested during the nine months ended September 30, 2011 and 2010 was $231,000 and $127,000, respectively.

Incentive Management Fee Grants

In addition to the equity interests detailed above, we may grant percentage interests in the incentive compensation received by us from certain of our investment management vehicles. As of September 30, 2011, we had granted 45% of the CTOPI incentive compensation to our employees.

CT Legacy REIT Management Incentive Awards Plan

As described in Note 1, incentive awards have been issued to certain of our senior level employees which entitle them to as much as 6.75% of the recovery (subject to certain caps) of our legacy assets, net of CT Legacy REIT’s obligations, when and if distributed to us as dividends.