NOTE 20 • SHARE BASED COMPENSATION

Share based awards are provided to officers, non-officer employees and trustees under our 2015 Incentive Plan approved by shareholders on September 15, 2015, which allows for awards in the form of cash and unrestricted and restricted Common Shares up to an aggregate of 4,250,000 shares over the ten year period in which the plan will be in effect. Through April 30, 2017, awards under the 2015 Incentive Plan consisted of restricted and unrestricted Common Shares.

Long-Term Incentive Plan

Under the 2015 Incentive Plan, our officers and non-officer employees may earn share awards under a long-term incentive plan which is a forward-looking program that measures long-term performance over the stated performance period. Such awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the program may vary from year to year.

Fiscal Year 2017 LTIP Awards

Awards granted on June 22, 2016 consist of time-based restricted share awards and performance restricted share awards for 45,651 and 273,901 shares, respectively, that are classified as equity awards. The 45,651 time-based restricted share awards vest as to one-third of the shares on each June 22, 2017, May 1, 2018 and May 1, 2019. We recognize compensation expense associated with the time-based restricted share awards ratably over the requisite service periods.

The 273,901 performance restricted share awards are earned based on our TSR as compared to the MSCI US REIT Index over a forward looking three-year period. The maximum number of shares that are eligible to be earned are the shares that were granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. We recognize compensation expense ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, and regardless of whether the market conditions are achieved and the performance restricted share awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. We based the expected volatility on the historical volatility of our daily closing share price. We based the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award. We based the expected term on the performance period of the performance restricted share award. The assumptions used to value the performance restricted share awards were an expected volatility of 23.8%, a risk-free interest rate of 0.86% and an expected life of 2.85 years. The share price at the grant date, June 22, 2016, was $6.24.

Awards granted on August 8, 2016 consist of time-based restricted share awards and performance restricted share awards for 43,549 and 77,243 shares, respectively, that are classified as equity awards. Of the time-based awards, 12,874 vest as to one-third of the shares on each August 8, 2017, May 1, 2018 and May 1, 2019. The remaining 30,675 time-based awards vest as to one-third of the shares on each August 8, 2017, August 8, 2018 and August 8, 2019.

The assumptions used to value the performance restricted awards granted on August 8, 2016 were an expected volatility of 24.0%, a risk-free interest rate of 0.83% and an expected life of 2.72 years. We based the expected volatility on the historical volatility of our daily closing price. The share price at the grant date, August 8, 2016, was $6.57.

Awards granted on April 30, 2017 consist of time-based restricted share awards for 56,203 shares that vest as to one-third of the shares on each April 30, 2017, April 30, 2018 and April 30, 2019 and 49,342 shares that vest as to one-third of the shares on each of April 30, 2018, April 30, 2019 and April 30, 2020.

Trustee Awards

Awards granted on June 22, 2016 consist of restricted shares that vest May 1, 2017. The value of share awards at grant date for non-management trustees was approximately $365,000, $352,000 and $274,000 for each of the fiscal years ended April 2017, 2016, and 2015, respectively.

Total Compensation Expense

Total share based compensation expense recognized in the consolidated financial statements for the three years ended April 30, 2017 for all share-based awards was as follows (in thousands):


	Year Ended April 30,
	2017		2016		2015
Share based compensation expense	$	6	$	2,256	$	2,215

Share based compensation expense decreased due to forfeitures during the fiscal year ended April 30, 2017.

Restricted Share Awards with Service Conditions

The activity for the three years ended April 30, 2017 related to our restricted share awards, excluding those subject to market conditions, was as follows.


		Wtd Avg Grant-
	Shares	Date Fair Value
Unvested at April 30, 2014	104,855	$	8.72
Granted	107,536		7.17
Vested	(79,181)		8.72
Forfeited	(25,674)		8.72
Unvested at April 30, 2015	107,536		7.17
Vested	(107,536)		7.17
Unvested at April 30, 2016	—
Granted	253,263		6.16
Vested	(21,308)		5.95
Forfeited	(36,817)		6.24
Unvested at April 30, 2017	195,138		6.17

The total fair value of share grants vested during the fiscal years ended April 30, 2017, 2016 and 2015 was approximately $127,000, $647,000 and $568,000. As of April 30, 2017, the total compensation cost related to non-vested share awards not yet recognized was approximately $485,000, which we expect to recognize over a weighted average period of 1.7 years.

Restricted Share Awards with Market Conditions

Share based awards with market conditions were granted under the LTIP during fiscal year 2017 with a fair market value, as determined using a Monte Carlo simulation, of $1.0 million. The unamortized value of awards with market conditions as of April 30, 2017 was approximately $300,000.