Equity-based Compensation

Equity Plans

The General Partner has an equity-based incentive award plan (the “Equity Plan”), which provides for the grant of stock options (“Stock Options”), stock appreciation rights, Restricted Shares, Restricted Stock Units, Deferred Stock Units, dividend equivalent rights and other stock-based awards to non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the requisite service period. Restricted Shares provide for rights identical to those of Common Stock. Restricted Stock Units do not provide for any rights of a common stockholder prior to the vesting of such Restricted Stock Units. Restricted Shares are considered issued and outstanding. As is the case when fully vested shares of Common Stock are issued from the Equity Plan, for each Restricted Share awarded under the Equity Plan, the Operating Partnership issues a General Partner OP Unit to the General Partner with identical terms. Upon vesting or settlement of Restricted Stock Units or Deferred Stock Units, respectively, the Operating Partnership issues a General Partner OP Unit to the General Partner for each share of Common Stock issued as a result of such vesting.

The General Partner has authorized and reserved a total number of shares equal to 10.0% of the total number of issued and outstanding shares of Common Stock (on a fully diluted basis assuming the redemption of all OP Units for shares of Common Stock) to be issued at any time under the Equity Plan for equity incentive awards. As of December 31, 2018, the General Partner had cumulatively awarded under its Equity Plan approximately 4.0 million Restricted Shares, net of the forfeiture of 3.7 million Restricted Shares through that date, 5.3 million Restricted Stock Units, net of the forfeiture/cancellation of 1.8 million Restricted Stock Units through that date, 0.5 million Deferred Stock Units, and 2.8 million Stock Options, net of forfeiture/cancellation of approximately 40,000 Stock Options through that date, collectively representing approximately 12.5 million shares of Common Stock. Accordingly, as of such date, approximately 86.6 million additional shares were available for future issuance. At December 31, 2018, a total of 45,000 shares were awarded under the non-executive director restricted share plan out of the 99,000 shares reserved for issuance.

Restricted Shares

The Company has issued Restricted Shares to certain employees and non-executive directors beginning in 2011. In addition, the Company issued Restricted Shares to employees of affiliates of the Former Manager prior to 2015. The fair value of the Restricted Shares granted to employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis. The fair value of Restricted Shares granted to non-executive directors and employees of affiliates of the Former Manager under the Equity Plan was measured based upon the fair value of goods or services received or the equity instruments granted, whichever was more reliably determinable, and was expensed in full at the date of grant.

During the years ended December 31, 2018, 2017 and 2016, the Company recorded $0.6 million, $2.0 million and $2.7 million, respectively, of compensation expense related to the Restricted Shares. As of December 31, 2018, there was $0.1 million of unrecognized compensation expense related to the Restricted Shares with a weighted-average remaining term of 0.1 years.

The following table details the activity of the Restricted Shares during the year ended December 31, 2018:



	Restricted Shares		Weighted-Average Grant Date Fair Value
Unvested shares, December 31, 2017	234,428		$	13.98
Vested	(159,210	)	13.97
Forfeited	(4,218	)	13.66
Unvested shares, December 31, 2018	71,000		$	14.04

Time-Based Restricted Stock Units

Under the Equity Plan, the Company may award Restricted Stock Units to employees that will vest if the recipient maintains employment over the requisite service period (the “Time-Based Restricted Stock Units”). The fair value of the Time-Based Restricted Stock Units granted to employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis, which is generally three years. During the years ended December 31, 2018, 2017 and 2016, the Company recorded $5.1 million, $6.3 million and $3.4 million, respectively, of compensation expense related to the Time-Based Restricted Stock Units. As of December 31, 2018, there was $5.6 million of unrecognized compensation expense related to the Time-Based Restricted Stock Units with a weighted-average remaining term of 1.8 years.

Deferred Stock Units

The Company may award Deferred Stock Units to non-executive directors under the Equity Plan. Each Deferred Stock Unit represents the right to receive one share of Common Stock. The Deferred Stock Units provide for immediate vesting on the grant date and will be settled with Common Stock either on the earlier of the date on which the respective director separates from the Company, dies or the third anniversary of the grant date, or if granted pursuant to the director’s voluntary election to participate in the director’s deferred compensation program, on the date the director separates from the Company (or upon a change of control or death). The fair value of the Deferred Stock Units is determined using the closing stock price on the grant date and is expensed over the requisite service period or on the grant date for awards with no requisite service period. During the years ended December 31, 2018, 2017 and 2016, the Company recorded approximately $1.2 million, $1.0 million and $0.8 million, respectively, of expense related to Deferred Stock Units. As of December 31, 2018, there is no unrecognized compensation expense related to the Deferred Stock Units.

The following table details the activity of the Time-Based Restricted Stock Units and Deferred Stock Units during the year ended December 31, 2018.



	Time-Based Restricted Stock Units		Weighted-Average Grant Date Fair Value		Deferred Stock Units		Weighted-Average Grant Date Fair Value
Unvested units, December 31, 2017	1,312,865		$	8.61	—		$	—
Granted	770,014		6.76		181,873		6.95
Vested	(755,810	)	8.66		(181,873	)	6.95
Forfeited	(36,054	)	7.44		—		—
Unvested units, December 31, 2018	1,291,015		$	7.51	—		$	—

Long-Term Incentive Awards

The General Partner may award long-term incentive-based Restricted Stock Units (the “LTI Target Awards”) to employees under the Equity Plan. Vesting of the LTI Target Awards is based upon the General Partner’s level of achievement of total stockholder return (“TSR”), including both share price appreciation and Common Stock dividends, as measured equally against a market index and against a peer group generally over a three year period.

The fair value and derived service period of the LTI Target Awards as of their grant date is determined using a Monte Carlo simulation which takes into account multiple input variables that determine the probability of satisfying the required TSR, as outlined in the award agreements. This method requires the input of assumptions, including the future dividend yield, the expected volatility of the Common Stock and the expected volatility of the market index constituents and the peer group. Compensation expense is recognized on a straight-line basis over the requisite service period regardless of whether the necessary TSR is attained, provided that the requisite service condition has been achieved. During the years ended December 31, 2018, 2017 and 2016, the Company recorded $5.8 million, $7.4 million and $4.6 million, respectively, of expense related to the LTI Target Awards. As of December 31, 2018, there was $6.1 million of unrecognized compensation expense related to the LTI Target Awards with a weighted-average remaining term of 1.7 years.

The following table details the activity of the LTI Target Awards during the year ended December 31, 2018.



	LTI Target Awards		Weighted-Average Grant Date Fair Value
Unvested units, December 31, 2017	1,574,229		$	7.98
Granted	894,441		6.44
Vested	(327,693	)	7.14
Forfeited	(524,014	)	7.14
Unvested units, December 31, 2018	1,616,963		$	7.57

Stock Options

The General Partner may award Stock Options to employees that will vest if the recipient maintains constant employment through the end of the requisite service period.

The fair value of the Stock Options as of their grant date is determined using the Black-Scholes option pricing model, which requires the input of assumptions including expected terms, expected volatility, dividend yield and risk free rate. Expected term was calculated using the midpoint between the three year cliff vesting period and the 10-year contractual term. Expected volatilities were based on both historical and implied volatilities. The risk-free interest rate was based on zero-coupon yields derived from the U.S. Treasury Constant Maturity yield curve in effect as of the grant date.

The following inputs and assumptions were used to calculate the weighted-average fair values of the options granted:



	Year Ended December 31, 2018
Expected term (in years)	6.5
Volatility	27.39		%
Dividend yield	7.21		%
Risk-free rate	2.75		%
Grant date fair value	$	0.76

Compensation expense is recognized on a straight-line basis over the service period above. During the year ended December 31, 2018, the Company recorded $0.6 million of expense related to Stock Options. As of December 31, 2018, there was $1.5 million of unrecognized compensation expense related to Stock Options with a weighted-average remaining term of 2.1 years.

The following table details the activity of the Stock Options during the year ended December 31, 2018.



	Stock Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding, December 31, 2017	—		$	—	—	$	—
Granted	2,802,639		6.84		—	—
Forfeited	(39,474	)	6.84		—	—
Outstanding, December 31, 2018	2,763,165		$	6.84	9.14	$	856,581