In May 2014, the stockholders of the Company approved the Plan to provide incentive compensation to non-employee directors, officers and employees, and to consolidate the two previously existing equity compensation plans into a single plan: the Company’s Equity Award Plan for Employees and Officers (the “Former Employee Plan”) and the Company’s Equity Award Plan for Directors (the “Former Director Plan,” and together with the Former Employee Plan, the “Former Plans”). Shares that were available for issuance under the Former Plans will be available for issuance under the Plan. In May 2019, the Company’s stockholders authorized and approved amendments to the Plan, including the authority to issue an additional 6.0 million shares of the Company’s common stock.

The purpose of the Plan is to promote our interests (including our subsidiaries and affiliates) and our stockholders’ interests by using equity interests to attract, retain and motivate our management, non-employee directors and other eligible persons and to encourage and reward their contributions to our performance and profitability. The Plan provides for awards to be made in the form of (a) shares of restricted stock, (b) restricted stock units, (c) incentive stock options, (d) non-qualified stock options, (e) stock appreciation rights, (f) performance awards, or (g) other stock-based awards which relate to or serve a similar function to the awards described above. Awards may be made on a standalone, combination or tandem basis.

Generally, we recognize compensation costs using the graded vesting attribution method over the requisite service period of the award, which is generally three years. Forfeitures are accounted for as they occur. Stock-based compensation expense is as follows (in millions, except for weighted average years):


	Total Stock-Based Compensation Expense						Unrecognized stock-based compensation expense		Weighted-average years to be recognized
	Year Ended December 31,
	2020		2019		2018		As of December 31, 2020
Restricted Stock Units	$	19	$	17	$	14	$	9	1.5
Performance Awards	$	9	$	6	$	5	$	4	1.7
Restricted Stock Awards	$	—	$	2	$	5	$	—	0.2
Stock Options	$	1	$	—	$	—	$	2	1.7
Tax benefit related to compensation expense	$	3	$	5	$	5

During the year ended December 31, 2020, we withheld 432,967 shares of our common stock in connection with tax withholdings for vested stock awards. As of December 31, 2020, there were approximately 4 million shares of common stock available for future issuance under our equity plans.

We award RSUs to eligible employees and our directors that entitle the recipient to receive shares of our common stock as the units vest. We calculate the fair value of RSUs based on the closing price of our stock on the date the award was granted.

During the year ended December 31, 2020, we awarded certain employees grants of RSUs that will be expensed over the requisite service period. The terms of the RSUs include vesting provisions based solely on continued service. If the service criteria are satisfied, the RSUs will generally vest during March of 2021, 2022, and 2023.

During the year ended December 31, 2020, we awarded RSUs for annual director compensation and for quarterly director fees for certain of our directors who elected to receive RSUs in lieu of cash payments. We determined the service vesting condition of these restricted stock units to be non-substantive and, in accordance with accounting principles for stock compensation, recorded the entire fair value of the awards as compensation expense on the grant date.


	Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at the beginning of the year	2,272	$	15.86
Granted	2,075	$	10.75
Vested	(686)	$	15.80
Forfeited	(178)	$	13.58
Nonvested at the end of the year	3,483	$	12.84

The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2020, 2019, and 2018 was $10.75, $16.70, and $14.87, respectively. The total fair value of shares vested during the years ended December 31, 2020, 2019, and 2018, was $11 million, $10 million, and $8 million, respectively.

Performance awards represent a contingent right to receive shares of our common stock based on performance targets and consist of two types of awards, cumulative free cash flow ("FCF") awards and total stockholder return ("TSR") awards. Issuance and payment of the performance award is dependent upon the employee’s continued employment during the performance period and the achievement of performance goals achieved.

For our FCF and TSR awards, we recognize compensation costs ratably over the performance period. The FCF Awards and the TSR Awards will each cliff vest at the end of the 3 year performance period, however, the number of shares delivered will vary based upon the attained level of performance and may range from 0 to 2 times the number of target units awarded.

Stock-based compensation expense for the FCF Awards is recognized beginning in the period when management has determined it is probable the financial performance metric will be achieved for the respective vesting period.

The grant date fair value for the FCF Awards granted were computed using the closing price of the common stock on the grant date. The grant date fair value for the TSR Awards granted were calculated using a Monte Carlo simulation.


	2020			2019			2018
Expected life (1)	2.81 years			2.82 years			2.82 years
Expected stock price volatility (2)	28.06		%	3.28		%	2.63		%
Risk-free interest rate (3)	0.56		%	2.48		%	2.38		%
Stock price (4)	$	10.95		$	16.35		$	14.80

(3)The risk free rate equals the yield, as of the grant date, on zero coupon U.S. Treasury STRIPS that have a term equal to the length of the remaining performance measurement period.


	Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at the beginning of the year	1,193	$	16.57
Granted	629	$	10.89
Vested	(410)	$	16.30
Forfeited	(22)	$	13.15
Nonvested at the end of the year	1,390	$	14.13

The weighted-average grant-date fair value of performance awards granted during the years ended December 31, 2020, 2019, and 2018 was $10.89, $17.90, and $15.50, respectively. The total fair value of shares vested during the years ended December 31, 2020, 2019, and 2018, was $7 million, $6 million and zero, respectively.

RSAs that have been issued to employees typically vest over a three-year period. RSAs are stock-based awards for which the employee or director does not have a vested right to the stock (“nonvested”) until the requisite service period has been rendered.

RSAs to employees are subject to forfeiture if the employee is not employed on the vesting date. RSAs issued to directors are not subject to forfeiture in the event a director ceases to be a member of the Board of Directors, except in limited circumstances. RSAs will be expensed over the requisite service period. Prior to vesting, restricted stock awards have all of the rights of common stock (other than the right to sell or otherwise transfer, when issued). We calculate the fair value of share-based stock awards based on the closing price on the date the award was granted.

During the year ended December 31, 2020, we awarded our director's RSAs for the annual director compensation. We determined the service vesting condition of these restricted stock awards to be non-substantive and, in accordance with accounting principles for stock compensation, recorded the entire fair value of the awards as compensation expense on the grant date.




	Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at the beginning of the year	242	$	16.26
Granted	26	$	8.41
Vested	(235)	$	16.30
Forfeited	(3)	$	15.90
Nonvested at the end of the year	30	$	9.12

The weighted-average grant-date fair value of RSAs granted during the years ended December 31, 2020, 2019, and 2018 was $8.41, $17.64, and $15.20 respectively. The total fair value of shares vested during the years ended December 31, 2020, 2019, and 2018, was $4 million, $7 million, and $11 million, respectively.

We have awarded stock options to certain employees and directors. Stock options awarded to directors vest immediately and expire over 10 years. Stock options awarded to employees typically vest annually over 3 years and expire over 6 years. We calculate the fair value of our share-based option awards using the Black-Scholes option pricing model which requires estimates of the expected life of the award and stock price volatility. We use the Black-Scholes option pricing model for determining the estimated fair value for stock options.


	2020 Grants
Expected stock price volatility	36.1		%
Risk-free interest rate	0.4		%
Expected life of options (in years)	5
Expected dividend yield	4.2		%
Weighted-average grant date fair value of the options	$	1.54



	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
	(in thousands, except per share amounts)
Outstanding at the beginning of the year	25	$	20.58
Granted	2,250	$	7.62
Exercised	—	$	—
Expired	—	$	—
Forfeited	—	$	—
Outstanding at the end of the year	2,275	$	7.76	5.8	$	12,398
Options exercisable at year end	25	$	20.58	3.5	$	—