Employee Benefit Plans

Long-Term Incentive Stock-Based Plan

As of June 30, 2016, there were 3.8 million shares of our common stock available for issuance under our active long-term incentive stock-based plan, the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). During the six-month period ended June 30, 2016, the following grants of share-based awards were made under the 2005 Incentive Plan:



Date of Grant	Shares	Grant Date Fair Value Per Share		Vesting Period

January 4, 2016 ⁽¹⁾	1,143,062	$	5.26	33% per year over three years
January 4, 2016 ⁽²⁾	1,143,062	$	7.13	100% on January 3, 2019
January 4, 2016 ⁽³⁾	11,763	$	5.26	100% on January 1, 2018
February 1, 2016 ⁽¹⁾	18,610	$	4.03	33% per year over three years
February 1, 2016 ⁽²⁾	18,610	$	7.13	100% on January 31, 2019
April 1, 2016 ⁽³⁾	13,727	$	5.60	100% on January 1, 2018


(1)	Reflects the grant of restricted stock to our executive officers and select management employees.

(2)

Reflects the grant of performance share units (“PSUs”) to our executive officers and select management employees. The PSUs provide for an award based on the performance of our common stock over a three-year period with the maximum amount of the award being 200% of the original awarded PSUs and the minimum amount being zero. The vested PSUs may be settled in either cash or shares of our common stock at the discretion of the Compensation Committee of our Board of Directors (the “Board”).


(3)	Reflects the grant of restricted stock to certain members of our Board who have made an election to take their quarterly fees in stock in lieu of cash.

Compensation cost for restricted stock is the product of grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis. For the three- and six-month periods ended June 30, 2016, $1.4 million and $2.9 million, respectively, were recognized as share-based compensation related to restricted stock. For the three- and six-month periods ended June 30, 2015, $1.5 million and $2.9 million, respectively, were recognized as share-based compensation related to restricted stock.

The estimated fair value of the PSUs is determined using a Monte Carlo simulation model. Compensation cost for PSUs that are accounted for as equity awards is measured based on the estimated grant date fair value and recognized over the vesting period on a straight-line basis. PSUs that are accounted for as liability awards are measured based on the estimated fair value at the balance sheet date and changes in fair value of the awards are recognized in earnings. Cumulative compensation cost for vested liability PSU awards equals the actual cash payout amount upon vesting. In January 2015, in connection with the vesting of the 2012 PSU awards, a decision was made by the Compensation Committee of our Board to settle these PSUs in cash (rather than with an equivalent number of shares of our common stock, which was the default payment method for PSU awards). Accordingly, PSUs, including those that were previously accounted for as equity awards, are treated as liability awards. To the extent the recognized fair value of the modified liability awards is less than the compensation cost associated with the grant date fair value of the original equity awards at the end of a reporting period, the higher amount is recorded as share-based compensation. The amount of cumulative compensation expense recognized in excess of the fair value of the modified liability awards is recorded in equity. For the three- and six-month periods ended June 30, 2016, $1.7 million and $2.8 million, respectively, were recognized as share-based compensation related to PSUs. For the three-month period ended June 30, 2015, $0.2 million was recognized as share-based compensation related to PSUs. For the six-month period ended June 30, 2015, we recorded a net reduction of $0.9 million of previously recognized compensation cost to reflect the estimated fair value of unvested PSUs as of June 30, 2015. The equity balance at June 30, 2016 and December 31, 2015 included $3.1 million and $2.9 million, respectively, reflecting the cumulative compensation expense recognized in excess of the estimated fair value of the modified liability PSU awards at the respective balance sheet dates. The liability balance for unvested PSUs was $3.0 million at June 30, 2016 and $0.7 million at December 31, 2015. We paid $0.2 million in cash to settle the 2013 grant of PSUs when they vested in January 2016.

Long-Term Incentive Cash Plans

We have certain long-term incentive cash plans (the “LTI Cash Plans”) that provide long-term cash-based compensation to eligible employees. Cash awards are indexed to our common stock with the payment amount at each vesting date, if any, determined by the performance of our common stock. Payment amounts under these awards are calculated based on the ratio of the average stock price during the applicable measurement period over the original base price determined by the Compensation Committee of our Board at the time of the award. Cash awards have a vesting period of three years and payments under these awards are made each year during the vesting period on the anniversary date of the award. The LTI Cash Plans are considered liability plans and as such are re-measured to fair value each reporting period with corresponding changes in the liability amount being reflected in our results of operations.

No long-term incentive cash awards were granted in 2015 or 2016. Compensation expense for the three- and six-month periods ended June 30, 2016 was immaterial. For the three- and six-month periods ended June 30, 2015, we recorded reductions of $0.6 million and $2.5 million, respectively, of previously recognized compensation expense associated with the cash awards issued pursuant to the LTI Cash Plans, reflecting the effect that decreases in our stock price had on the value of our liability plan. The liability balance for the cash awards issued under the LTI Cash Plans was less than $0.1 million at June 30, 2016 and December 31, 2015.

Employee Stock Purchase Plan

We also have an employee stock purchase plan (the “ESPP”). The ESPP has 1.5 million shares authorized for issuance, of which 0.7 million shares were available for issuance as of June 30, 2016. In February 2016, we suspended ESPP purchases for the January through April 2016 purchase period and a purchase limit of 130 shares per employee was imposed for subsequent purchase periods. Share-based compensation with respect to the ESPP was less than $0.1 million for the three- and six-month periods ended June 30, 2016 and $0.3 million and $0.6 million for the three- and six-month periods ended June 30, 2015.

For more information regarding our employee benefit plans, including our long-term incentive stock-based and cash plans and our employee stock purchase plan, see Note 12 to our 2015 Form 10-K.