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Share Based Compensation
3 Months Ended
Mar. 31, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
SHARE BASED COMPENSATION

12. SHARE BASED COMPENSATION

Restricted Common Share Awards

As of March 31, 2016, 698,382 restricted common shares were outstanding under the Parent Company’s shareholder-approved long-term incentive plan and vest over three years from the initial grant dates. The remaining compensation expense to be recognized at March 31, 2016 was approximately $3.0 million, and is expected to be recognized over a weighted average remaining vesting period of 1.5 years. During the three-month periods ended March 31, 2016 and 2015, the Company recognized compensation expense relating to outstanding restricted common shares of $1.2 million and $1.3 million, respectively, of which $0.3 million and $0.3 million, respectively, were capitalized as part of the Company’s review of employee salaries eligible for capitalization.

The following table summarizes the Company’s restricted common share activity during the three months ended March 31, 2016:

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

 

Aggregate Intrinsic Value

 

Non-vested at January 1, 2016

 

506,147

 

 

$

14.50

 

 

 

 

 

Granted

 

195,526

 

 

 

12.58

 

 

$

2,448

 

Vested

 

-

 

 

 

-

 

 

 

 

 

Forfeited

 

(3,291

)

 

 

14.49

 

 

 

 

 

Non-vested at March 31, 2016

 

698,382

 

 

$

14.02

 

 

$

9,798

 

On February 22, 2016, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate 141,358 restricted common shares, which cliff vest on April 15, 2019. In addition, on March 8, 2016, the Compensation Committee awarded non-officer employees an aggregate 54,168 restricted common shares, which vest in three equal annual installments on April 15 of 2017, 2018 and 2019. Vesting of restricted common shares is subject to acceleration upon certain events, including if the recipient of the award were to die, become disabled or, in certain cases, retire in a qualifying retirement. Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, in the case of our President and Chief Executive Officer, vesting would also accelerate if we were to terminate him without cause, or if he were to resign for good reason under his employment agreement. In addition, if we were to undergo a change of control, then unvested shares would also accelerate if, in connection with the change of control or within a specified period after the change of control, the holder’s employment were to terminate in a qualifying termination or resignation. In accordance with the accounting standard for stock-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those executives who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement.

Restricted Performance Share Units Plan

The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares, if any, issuable in settlement determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods. The table below presents certain information as to unvested RPSU awards.

 

 

RPSU Grant

 

 

3/11/2014

 

 

3/12/2014

 

 

2/23/2015

 

 

2/22/2016

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts below in shares, unless otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-vested at January 1, 2016

 

123,155

 

 

 

61,720

 

 

 

179,392

 

 

 

-

 

 

 

364,267

 

   Units Granted

 

-

 

 

 

-

 

 

 

-

 

 

 

231,388

 

 

 

231,388

 

   Units Accelerated for Qualifying Retirement

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-vested at March 31, 2016

 

123,155

 

 

 

61,720

 

 

 

179,392

 

 

 

231,388

 

 

 

595,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measurement Period Commencement Date

1/1/2014

 

 

1/1/2014

 

 

1/1/2015

 

 

1/1/2016

 

 

 

 

 

Measurement Period End Date

12/31/2016

 

 

12/31/2016

 

 

12/31/2017

 

 

12/31/2018

 

 

 

 

 

Units Granted

 

134,284

 

 

 

61,720

 

 

 

186,395

 

 

 

231,388

 

 

 

 

 

Fair Value of Units on Grant Date (in thousands)

$

2,624

 

 

$

1,255

 

 

$

3,933

 

 

$

3,558

 

 

 

 

 

The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three year cliff vesting period. The vesting of RPSUs is subject to acceleration upon a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the vesting date. In accordance with the accounting standard for stock-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the scheduled vesting period.

For the three months ended March 31, 2016, the Company recognized total compensation expense for the 2016, 2015 and 2014 RPSU awards of $1.7 million, of which $0.5 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the three months ended March 31, 2015, the Company recognized total compensation expense for the 2015, 2014 and 2013 RPSU awards of $2.4 million, of which $0.5 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.  

The remaining compensation expense to be recognized at March 31, 2016 was approximately $2.6 million, and is expected to be recognized over a weighted average remaining vesting period of 1.8 years.

The Company issued 156,415 common shares on February 1, 2016 in settlement of RPSUs that had been awarded on February 25, 2013 (with a three-year measurement period ended December 31, 2015). Holders of these RPSUs also received a cash dividend of $0.15 per share for these common shares on February 5, 2016.