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Share-Based Compensation
12 Months Ended
Dec. 31, 2016
Share-Based Compensation [Abstract]  
Share-Based Compensation
13.
Share-Based Compensation


We have several stockholder-approved stock incentive plans for our employees and directors.  During the year ended December 31, 2016, we had four types of share-based awards outstanding under these plans: stock options, restricted stock units, restricted stock and market stock units. We believe that our share-based awards align the interests of our employees and directors with those of our stockholders.

We grant options under these plans at market value on the date of grant. The options generally vest over four years based on service conditions and expire ten years from the date of grant. Restricted stock units and restricted stock awards generally vest over three or four years. Market stock units granted during the years ended December 31, 2016 and December 31, 2015 have a multi-year performance period ending in 2019 and 2018, respectively, and will vest at the end of the applicable three-year performance period based on total shareholder return.

We recognize share-based compensation expense for options, restricted stock units, and restricted stock awards on a straight-line basis over the vesting period. We recognize share-based compensation expense for the market stock units if the requisite service period is rendered, even if the market condition is never satisfied. All awards generally provide for accelerated vesting upon a change in control or normal or early retirement (as defined in the applicable stock incentive plan). At December 31, 2016, we had reserved approximately 1.1 million shares for future equity grants under our stock incentive plan.

Following are certain amounts recognized in the consolidated statements of operations for share-based compensation arrangements for the years ended December 31, 2016, 2015 and 2014. We did not capitalize any share-based compensation costs during these periods.

 
 
Year Ended
 
 
 
December 31,
 
 
December 31,
 
December 31,
 
(In millions)
 
2016
 
 
2015 (2)
 
2014
 
Total share-based compensation
 
$
17.5
 
 
$
10.5
 
 
$
8.3
 
Share-based compensation included in cost of services
 
 
1.2
 
 
 
0.9
 
 
 
1.0
 
Share-based compensation included in selling, general and administrative expenses
 
 
5.9
 
 
 
6.0
 
 
 
3.9
 
Share-based compensation included in restructuring and related charges
 
 
 0.3
 
 
 
0.2
 
 
 
 
Share-based compensation included in discontinued operations(1)
  
 10.1
 
 
 
3.4
 
 
 
3.4
 
Total income tax benefit recognized
 
 
2.9
 
 
 
2.8
 
 
 
2.0
 


(1)
Includes the acceleration of vesting of all unvested stock options, market stock units and restricted stock units held by two former senior executives as of the Closing who had accepted employment with Sharecare. 
(2)
Includes the acceleration of vesting in May 2015 of all unexercisable stock options and unvested time-based restricted stock units held by our former president and chief executive officer at the time of the termination of his employment.
 
As of December 31, 2016, there was $11.1 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the stock incentive plans. That cost is expected to be recognized over a weighted average period of 1.7 years.

In connection with the sale of the TPHS business, we modified approximately 92,000 options, 396,000 restricted stock units, and 75,000 market stock units by accelerating the vesting dates to July 31, 2016 (the date on which the sale of the TPHS business was consummated) for approximately 100 employees of the TPHS business.  This resulted in share-based compensation expense of $7.4 million, all of which is included in discontinued operations.

Stock Options

We use a lattice-based binomial option valuation model ("lattice binomial model") to estimate the fair values of stock options. We base expected volatility on historical volatility due to the low volume of traded options on our stock. The expected term of options granted is derived from the output of the lattice binomial model and represents the period of time that options granted are expected to be outstanding.  We used historical data to estimate expected option exercise and post-vesting employment termination behavior within the lattice binomial model. No stock options were granted during the years ended December 31, 2016 or 2015.

The following table sets forth the weighted average grant-date fair values of options and the weighted average assumptions we used to develop the fair value estimates under each of the option valuation models for the year ended December 31, 2014:
 
 
 
 
Year Ended
December 31, 2014
 
 
 
 
 
 
 
 
 
 
Weighted average grant-date fair value of options per share
 
 
 
  
 
$
9.05
 
 
 
 
 
 
 
 
 
    
Assumptions:
 
 
 
 
 
 
 
 
  
Expected volatility
 
 
 
 
 
 
54.6 
%
  
Expected dividends
 
 
 
 
 
 
 
  
Expected term (in years)
 
 
 
 
 
 
4.7
 
  
Risk-free rate
 
 
 
 
 
 
2.4
%
  

A summary of option activity as of December 31, 2016 and the changes during the year then ended is presented below:
 
 
 
 
 
Options
 
Shares
(In thousands)
 
 
Weighted
Average Exercise
Price
Per Share
 
 
Weighted Average
Remaining
Contractual
Term
 
 
Aggregate Intrinsic Value (In thousands)
 
Outstanding at January 1, 2016
 
 
2,121
 
 
$
13.34
 
 
 
 
 
 
 
Granted
 
 
 
 
 
 
 
 
 
 
 
 
Exercised
 
 
(955
)
 
 
11.77
 
 
 
 
 
 
 
Forfeited
 
 
(40
)
 
 
13.65
 
 
 
 
 
 
 
Expired
 
 
(102
)
 
 
21.27
 
 
 
 
 
 
 
Outstanding at December 31, 2016
 
 
1,024
 
 
$
14.02
 
 
 
4.7
 
 
$
9,972
 
Exercisable at December 31, 2016
 
 
899
 
 
$
13.95
 
 
 
4.4
 
 
$
8,930
 

The total intrinsic value, which represents the difference between the market price of the underlying common stock and the option's exercise price, of options exercised during the years ended December 31, 2016, 2015 and 2014 was $10.2 million, $5.3 million, and $1.1 million, respectively.

Cash received from option exercises under all share-based payment arrangements during 2016 was $10.0 million. No actual tax benefit was realized during 2016 for the tax deductions from option exercises. We issue new shares of common stock upon exercise of stock options or vesting of restricted stock units and market stock units.

Nonvested Shares

The fair value of restricted stock and restricted stock units is determined based on the closing bid price of the Company's common stock on the grant date.  The weighted average grant-date fair value of restricted stock and restricted stock units granted during the years ended December 31, 2016, 2015 and 2014 was $12.37, $11.97, and $16.72, respectively. The fair value of market stock units is determined based on the closing bid price of the Company's common stock on the grant date, except that the Monte Carlo simulation valuation model is used to determine the fair value of market stock units with a market condition. The weighted average grant-date fair value of all market stock units granted during the years ended December 31, 2016 and 2015 was $10.67 and $6.53, respectively. No market stock units were granted during 2014.  The weighted average grant-date fair value of performance-based stock units granted during the year ended December 31, 2014 was $14.77. No performance-based stock units were granted during 2015 or 2016, and there are no performance-based stock units outstanding as of December 31, 2016.

The two tables below set forth a summary of our nonvested shares as of December 31, 2016 as well as activity during the year then ended. The total grant-date fair value of shares vested during the years ended December 31, 2016, 2015 and 2014 was $13.9 million, $5.2 million, and $2.5 million, respectively.

The following table shows a summary of our restricted stock and restricted stock units as of December 31, 2016, as well as activity during the year then ended:
 
 
 
 
Restricted Stock and
Restricted Stock Units
 
 
 
Shares
(In thousands)
 
 
Weighted-
Average
Grant Date
Fair Value
 
Nonvested at January 1, 2016
 
 
1,618
 
 
$
12.35
 
Granted
 
 
967
 
 
 
12.37
 
Vested
 
 
(1,036
)
 
 
11.89
 
Forfeited
 
 
(610
)
 
 
11.95
 
Nonvested at December 31, 2016
 
 
939
 
 
$
13.11
 

The following table shows a summary of our market stock units as of December 31, 2016, as well as activity during the year then ended:
 
 
 
 
 
Market Stock Units
 
 
 
 
 
Shares
(In thousands)
 
 
Weighted-
Average
Grant Date
Fair Value
 
Nonvested at January 1, 2016
 
 
 
 
474
 
 
$
6.53
 
Granted
 
 
 
 
328
 
 
 
10.67
 
Vested
 
 
 
 
(221
 
 
7.30
 
Forfeited
 
 
 
 
(175
 
 
8.15
 
Nonvested at December 31, 2016
 
 
 
 
406
 
 
$
8.75