Share-based Compensation

Long-term Incentive Plan ("LTIP")

In the first quarter of 2015, 2016 and 2017, the Compensation Committee of the Board of Directors approved grants of restricted stock units (“RSUs”) to executives and certain employees pursuant to the 2015 LTIP, 2016 LTIP and 2017 LTIP, respectively, all under the terms of our 2013 Equity Incentive Plan. Additionally, in the fourth quarter of 2017, a special retention grant to certain executives and employees of the Company was approved. Under the LTIPs, the Company granted restricted stock units to eligible participants as time-based awards and/or performance-based awards.

The vesting of the RSUs is dependent upon service, market, and/or performance conditions as defined in the grants. Employees that received time-based awards with service conditions are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the employee is providing services to the Company on the vesting date. Time-based awards granted in the first quarter of each year vest over a period of three years in substantially equal installments commencing on the start of the fiscal year during which the RSUs were granted or on the grant date and ending on January 1 of each year for the 2015 LTIP, on February 19 of each year for the 2016 LTIP and on February 24 of each year for the 2017 LTIP. The award granted in the fourth quarter of 2017 vests 40% in the second year and 60% in the third year.

Employees that received awards with market conditions under the 2015 and 2016 LTIPs are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the Company’s total shareholder return (“TSR”) target relative to a specified group of industry peer companies is achieved. Employees that received awards with performance conditions are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the Cumulative Annual Growth Rate (“CAGR”) of Diluted EPS target over three years is achieved for the 2015 LTIP. For the 2016 LTIP, the CAGR EPS RSUs was based on the Company’s actual one-year diluted EPS measured over the period commencing on January 1, 2016 and ending on December 31, 2016, relative to the goals set by the Compensation Committee. The shares earned according to the plan are further subject to a two-year service vesting period. For the performance-based awards under the 2017 LTIP, the Compensation Committee established Adjusted EBITDA as the primary performance measure while maintaining focus on total shareholder return through the use of a market-based TSR performance modifier. The TSR modifier adjusts the shares earned based on the core Adjusted EBITDA performance upwards or downwards (+/- 25%) based on the Company’s relative TSR at the end of the three-year performance period as compared to the companies in the Russell 2000 Index. The Adjusted EBITDA performance measure will be calculated for the one-year period commencing on January 1, 2017 and ending on December 31, 2017, relative to the goals set by the Compensation Committee for this same period. The shares earned will be subject to a further two-year service vesting period.

Performance and market-based awards vest at the end of the performance period that commenced on January 1, 2015 for the 2015 LTIP, February 19, 2016 for the 2016 LTIP and February 24, 2017 for the 2017 LTIP. The periods end respectively on January 1, 2018 for the 2015 LTIP, February 19, 2019 for the 2016 LTIP and February 24, 2020 for the 2017 LTIP. Awards are forfeited if the employee voluntarily ceases to be employed by the Company prior to vesting.

The following table summarizes the stock options activity for the years ended December 31, 2017, 2016 and 2015:



	Shares		Weighted-average exercise prices
Outstanding at December 31, 2014	316,000		$	19.56
Expired	(50,000	)	23.36
Forfeitures	(126,000	)	18.81
Outstanding at December 31, 2015	140,000		18.88
Forfeitures	(33,333	)	24.01
Exercised	(20,000	)	6.04
Expired	(66,667	)	21.01
Outstanding at December 31, 2016	20,000		6.04
Exercised ⁽¹⁾	(20,000	)	6.04
Outstanding at December 31, 2017	—		—
Exercisable at December 31, 2017	—		$	—


(1)	The total intrinsic value of options exercised during the year amounted to $0.2 million.

The following table presents information about fully vested stock options that were outstanding for the years ended December 31, 2017, 2016 and 2015:



	Years ended December 31,
	2017			2016			2015
	Shares	Weighted average exercise price		Shares	Weighted average exercise price		Shares	Weighted average exercise price
Vested stock options^(1)(2)(3)	—	$	—	—	$	—	33,333	$	24.01


(1)	For December 31, 2015 there is no intrinsic value for vested stock options as the options are out-of-the-money.


(2)	The weighted average contractual term of fully vested options is 8.16 years as of December 31, 2015.


(3)	The fair value of vested stock options at December 31, 2015 amounted to $1.4 million.

The following table summarizes the nonvested restricted shares and RSUs activity for the years ended December 31, 2017, 2016 and 2015:



Nonvested restricted shares and RSUs	Shares		Weighted-average grant date fair value
Nonvested at December 31, 2014	23,252		$	22.04
Granted	596,238		22.24
Vested	(94,550	)	21.33
Forfeited	(33,214	)	23.61
Nonvested at December 31, 2015	491,726		22.32
Granted	907,320		12.02
Vested	(154,820	)	20.97
Forfeited	(31,862	)	18.61
Nonvested at December 31, 2016	1,212,364		14.88
Granted	1,584,241		15.37
Vested	(315,953	)	15.30
Forfeited	(139,760	)	16.06
Nonvested at December 31, 2017	2,340,892		$	15.08

Share-based compensation recognized was as follows:



	Years ended December 31,
(Dollar amounts in thousands)	2017		2016		2015
Share-based compensation recognized, net
Stock options	$	6	$	60	$	192
Restricted shares and RSUs	9,636		6,355		5,010

The maximum unrecognized cost for restricted stock units was $23.0 million as of December 31, 2017. The cost is expected to be recognized over a weighted average period of 2.26 years.