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Stock-Based Compensation
3 Months Ended
Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

NOTE 11. STOCK-BASED COMPENSATION

Stock-based compensation granted under our Company’s stock plans is expensed in tranches over the vesting period. Non-performance based grants of restricted stock units generally vest equally over a three or four-year period. Performance units generally cliff vest three years after they are granted. During the first quarter of 2019, awards were granted as restricted stock units which cliff vest three years after the grant date.

Each performance unit and restricted stock unit represents a contingent right to receive one share of Common Stock as of the vesting date. Such Common Stock may be subject to forfeiture for the payment of any required tax withholding.

 

The activity related to our Company's restricted stock unit awards was as follows:

 

  

 

Three Months Ended March 31, 2019

 

 

 

Number of Awards

 

 

Weighted Average

Grant Date Fair

Value (1)

 

Nonvested at the beginning of the period

 

 

86,589

 

 

$

49.45

 

Granted

 

 

191,713

 

 

 

69.76

 

Vested (2)

 

 

(14,849

)

 

 

46.51

 

Forfeited

 

 

(8,250

)

 

 

48.74

 

Nonvested at the end of the period

 

 

255,203

 

 

$

64.90

 

 

(1)

Fair value is based on the closing price of our common shares on the NASDAQ on the grant date.

(2)

This amount represents the gross number of shares vested before any share forfeiture to pay required tax withholdings. For the three months ended March 31, 2019 share awards of 6,043 were withheld for tax payments at a weighted average vest date fair value of $69.62.

 

Restricted stock unit awards that remain outstanding at the time of the Merger will be treated as follows in accordance with the Merger Agreement:

 

Each tranche of the restricted stock unit awards that remains outstanding at the time of the Merger that are scheduled to vest prior to January 1, 2020 will be converted into a right to receive an amount in cash equal to the product of (a) the Merger Consideration multiplied by (b) the number of restricted stock unit in the applicable tranche, and will vest upon the Merger.

 

Each tranche of the restricted stock unit awards that remains outstanding at the time of the Merger that are scheduled to vest on or after January 1, 2020 and was granted prior to January 1, 2019 will be cancelled and converted into a right to receive an amount in cash equal to the product of (a) the Merger Consideration multiplied by (b) the number of restricted stock units in the applicable tranche, and will vest pursuant to the existing vesting schedule.

 

Each tranche of the restricted stock unit awards that remains outstanding at the time of the Merger that was granted on or after January 1, 2019 will be cancelled and converted into the right to receive a number of restricted stock units issued by The Hartford equal to (a) the Merger Consideration multiplied by the number of restricted stock units in the applicable tranche, divided by (b) the closing price of a share of The Hartford common stock on the business day immediately prior to the Merger, and will vest pursuant to the existing vesting schedule.

 

The activity related to our Company's performance-based equity awards was as follows:

 

  

 

Three Months Ended March 31, 2019

 

 

 

Number of Awards

 

 

Weighted Average

Grant Date Fair

Value (1)

 

Nonvested at the beginning of the period

 

 

845,533

 

 

$

48.86

 

Granted

 

 

 

 

 

 

Performance Adjustment

 

 

(96,448

)

 

 

40.57

 

Vested (2)

 

 

(247,448

)

 

 

40.70

 

Forfeited

 

 

(27,000

)

 

 

51.27

 

Nonvested at the end of the period

 

 

474,637

 

 

$

54.66

 

 

(1)

Fair value is based on the closing price of our common shares on the NASDAQ on the grant date.

(2)

This amount represents the gross number of shares vested before any share forfeiture to pay required tax withholdings. For the three months ended March 31, 2019 share awards of 98,558 were withheld for tax payments at a weighted average vest date fair value of $69.78.

 

Performance unit awards that remain outstanding at the time of the Merger will be treated as follows in accordance with the Merger Agreement:

 

Each performance unit award granted prior to January 1, 2017 that remains outstanding at the time of the Merger will be converted into a right to receive an amount in cash equal to the product of (a) the Merger Consideration multiplied by (b) the target performance units granted and will vest upon the Merger.

 

Each performance unit award granted on or after January 1, 2017 and prior to January 1, 2019 that remains outstanding at the time of the Merger will be cancelled and converted into a right to receive an amount in cash equal to the product of (a) the Merger Consideration multiplied by (b) the target performance units granted, and will vest pursuant to the existing vesting schedule.