In May 2016, the shareholders of the Corporation approved the adoption of the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (the “Incentive Plan”), which authorizes the issuance of up to 1,100,000 shares of the Corporation’s common stock for awards under the Incentive Plan. The Incentive Plan replaced the 2011 Omnibus Incentive Plan (the “Predecessor Plan”). No new awards will be granted under the Predecessor Plan. Any awards outstanding under the Predecessor Plan will remain subject to, and be paid under, the Predecessor Plan, and any shares subject to outstanding awards under the Predecessor Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under the Incentive Plan.

Awards under the Incentive Plan may include incentive stock options and non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards or short-term cash incentive awards. If any award is canceled, terminates, expires or lapses for any reason prior to the issuance of the shares, or if the shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for grant under the Incentive Plan.

The Incentive Plan may be administered by the Board of Directors or the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted and the nature, amount and terms of such awards. The Incentive Plan also provides for equity-based awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $200. The limit does not apply to shares received by a non-employee director at his or her election in lieu of all or a portion of the director’s retainer for board service. The number of shares of common stock issued to non-employee directors was 70,000 in each of 2020 and 2019.

The Compensation Committee has granted time-vesting restricted stock units (RSUs) and performance-vesting restricted stock units (PSUs) to select individuals. Each RSU represents the right to receive one share of common stock of the Corporation at a future date after the RSU has become earned and vested, subject to the terms and conditions of the RSU award agreement. The RSUs typically vest over a three-year period. The PSUs can be earned depending upon the achievement of a performance or market condition and a time-vesting condition as follows: (i) achievement of a targeted return on invested capital or a basic earnings per share during the performance period beginning in the year of grant and continuing for two subsequent years; (ii) achievement of a three-year cumulative relative total shareholder return as ranked against other companies included in the Corporation’s peer group; and (iii) remaining continuously employed with the Corporation through the end of the year following three years from the date of grant. Earlier vesting of the stock units is permitted under certain conditions, such as upon a change of control of the Corporation, or as approved by the Board of Directors.

The grant date fair value for the RSUs equals the closing price of the Corporation’s common stock on the NYSE on the date of grant. The grant date fair value for PSUs subject to a market condition is determined using a Monte Carlo simulation model and the grant date fair value for PSUs that vest subject to a performance condition is equal to the closing price of the Corporation’s stock on the NYSE on the date of grant. The determination of the fair value of these awards takes into consideration the likelihood of achievement of the market or performance condition and is adjusted for subsequent changes in the estimated or actual outcome of the condition. Unrecognized compensation expense associated with the RSUs and PSUs equaled $1,519 at December 31, 2020, and is expected to be recognized over a weighted average period of approximately 2 years.

Outstanding RSUs and PSUs, which would represent non-vested awards, as of December 31, 2020, and 2019, and activity for the years then ended, are as follows:

	Number of RSUs			Weighted Average Fair Value		Number of PSUs			Weighted Average Fair Value
Outstanding at January 1, 2019		172,705		$	11.77		126,587		$	11.19
Granted		164,382			3.23		164,442			3.60
Converted to common stock		(89,339	)		12.03		0		N/A
Forfeited/cancelled		(27,897	)		10.48		(76,838	)		10.15
Outstanding at December 31, 2019		219,851			5.45		214,191			5.74
Granted		162,503			3.22		169,178			4.19
Converted to common stock		(95,391	)		6.81		(5,793	)		14.00
Forfeited/cancelled		(8,305	)		5.59		(29,380	)		10.46
Outstanding at December 31, 2020		278,658		$	3.68		348,196		$	4.45

Outstanding stock options, all of which are fully vested, as of December 31, 2020, and 2019, and activity for the years then ended, are as follows:

	Number of Shares Under Options			Weighted Average Exercise Price		Remaining Contractual Life In Years		Intrinsic Value
Outstanding at January 1, 2019		605,585		$	20.54		2.8	$	0
Granted		0		N/A
Exercised		0		N/A
Forfeited/cancelled		(196,835	)		18.25
Outstanding at December 31, 2019		408,750			21.64		2.1		0
Granted		0		N/A
Exercised		0		N/A
Forfeited/cancelled		(139,500	)		25.10
Outstanding at December 31, 2020		269,250		$	19.85		2.0	$	0
Exercisable at December 31, 2020		269,250		$	19.85		2.0	$	0
Vested or expected to vest at December 31, 2020		269,250		$	19.85		2.0	$	0

Stock-based compensation expense for all awards, including expense for shares to be issued to non-employee directors, approximated $1,329 and $1,422 for 2020 and 2019, respectively. The income tax benefit recognized in the consolidated statements of operations was not significant due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense was recognized (see Note 21).