Note 11 – Stock-Based Compensation

Stock Incentive Plan

We adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “SIP”), effective September 9, 2015. Prior to the adoption of the SIP, we granted restricted stock units (“RSUs”) to our executive officers and employees pursuant to individual agreements. The SIP, which has a ten-year term, authorizes (i) stock options that do not qualify as incentive stock options under Section 422 of the Code, or NQSOs, (ii) stock appreciation rights, (iii) shares of restricted and unrestricted common stock, and (iv) RSUs. The exercise price of stock options will be determined by the compensation committee, but may not be less than 100% of the fair market value of the shares of common stock on the date of grant. To date, no stock options have been granted under the SIP. The SIP initially authorized the issuance of up to 800,000 shares of common stock. In June 2019, our stockholders approved an amendment and restatement of the SIP, including an increase to the number of shares of common stock available for awards under the SIP by 1,000,000 shares. Our SIP activity as of September 30, 2019 and December 31, 2018 was as follows:


	Nine Months Ended			Year Ended
	September 30, 2019			December 31, 2018
		Weighted			Weighted
		Average Fair			Average Fair
	Number	Value at Grant		Number	Value at Grant
	of Shares	Date		of Shares	Date
Balance available, beginning of period	340,760		—	541,319		—
Additional shares approved by stockholders	1,000,000		—	—		—
Granted to employees	(237,000)	$	4.30	(176,000)	$	6.49
Granted to non-employee directors	(8,718)	$	3.97	(10,223)	$	6.78
Deferred under non-employee director’s deferral program	(28,844)	$	3.97	(14,336)	$	6.73
Balance available, end of period	1,066,198		—	340,760		—

Restricted Stock Units

We grant RSUs to certain employees and executive officers as part of compensation. These grants generally have vesting dates ranging from immediate vest at grant date to three years, with a distribution of shares at various dates ranging from the time of vesting up to seven years after vesting.

During the nine months ended September 30, 2019, we granted 237,000 RSUs to certain employees. These RSUs vest and settle at various times over a two or three year period, subject to each employee’s continued employment. Approximately $169,000 and $507,000 in compensation expense related to these shares was amortized during the three and nine months ended September 30, 2019, respectively, of which approximately $62,000 and $187,000 respectively, was capitalized into real estate under development.

Total stock-based compensation expense recognized in the condensed consolidated statements of operations during the three months ended September 30, 2019 and 2018 totaled $215,000 and $285,000, respectively, which is net of $121,000 and $161,000 capitalized as part of real estate under development, respectively. Total stock-based compensation expense recognized in the condensed consolidated statements of operations during the nine months ended September 30, 2019 and 2018 totaled $644,000 and $921,000, respectively, which is net of $362,000 and $511,000 capitalized as part of real estate under development, respectively.

Our RSU activity was as follows:


	Nine Months Ended September 30,			Year Ended
	2019			December 31, 2018
		Weighted			Weighted
		Average Fair			Average Fair
	Number	Value at Grant		Number	Value at Grant
	of Shares	Date		of Shares	Date
Non-vested at beginning of period	381,167	$	6.39	677,734	$	6.44
Granted RSUs	237,000	$	4.30	176,000	$	6.49
Vested	(76,500)	$	7.05	(472,567)	$	6.20
Non-vested at end of period	541,667	$	5.39	381,167	$	6.39

As of September 30, 2019, there was approximately $851,000 of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized through December 2020.

During the nine months ended September 30, 2019, we issued 433,347 shares of common stock to employees and executive officers to settle vested RSUs from previous RSU grants. In connection with those transactions, we repurchased 184,966 shares to provide for the employees’ withholding tax liabilities.

Director Deferral Program

Our Non-Employee Director’s Deferral Program (the “Deferral Program”), as amended in December 2018, allows our non-employee directors to elect to receive the cash portion of their annual compensation in shares of the Company’s common stock, as well as to defer receipt of the portion of their annual board compensation that is paid in equity. Any deferred amounts are paid under the SIP (as is non-employee directors’ annual equity compensation that is not deferred). Compensation deferred under the Deferral Program is reflected by the grant of stock units equal to the number of shares that would have been received absent a deferral election. The stock units, which are fully vested at grant, generally will be settled under the SIP for an equal number of shares of common stock within 10 days after the participant ceases to be a director. In the event that we distribute dividends, each participant shall receive a number of additional stock units (including fractional stock units) equal to the quotient of (i) the aggregate amount of the dividend that the participant would have received had all outstanding stock units been shares of common stock divided by (ii) the closing price of a share of common stock on the date the dividend was issued.

As of September 30, 2019, a total of 48,823 stock units have been deferred under the Deferral Program.