Employee Benefit Plans

Defined Contribution Plan

We sponsor a defined contribution 401(k) retirement plan. We suspended our discretionary contributions for an indefinite period beginning February 2016.

Employee Stock Purchase Plan

We have an employee stock purchase plan (the “ESPP”). The ESPP has 1.5 million shares authorized for issuance, of which 0.5 million shares were available for issuance as of December 31, 2018. Eligible employees who participate in the ESPP may purchase shares of our common stock through payroll deductions on an after-tax basis over a four-month period beginning on January 1, May 1, and September 1 of each year during the term of the ESPP, subject to certain restrictions and limitations established by the Compensation Committee of our Board and Section 423 of the Internal Revenue Code. The per share price of common stock purchased under the ESPP is equal to 85% of the lesser of (i) its fair market value on the first trading day of the purchase period or (ii) its fair market value on the last trading day of the purchase period. In February 2016, we suspended ESPP purchases for the January through April 2016 purchase period and indefinitely imposed a purchase limit of 130 shares per employee for subsequent purchase periods.

Long-Term Incentive Plan

We currently have one active long-term incentive plan, the 2005 Long-Term Incentive Plan, as amended and restated effective January 1, 2017 (the “2005 Incentive Plan”). The 2005 Incentive Plan is administered by the Compensation Committee of our Board. The Compensation Committee also determines the type of award to be made to each participant and, as set forth in the related award agreement, the terms, conditions and limitations applicable to each award. The Compensation Committee may grant stock options, restricted stock, restricted stock units, PSUs and cash awards. Awards that have been granted to employees under the 2005 Incentive Plan have a vesting period of three years (or 33% per year) with the exception of PSUs, which vest 100% on the third anniversary date of the grant. The 2005 Incentive Plan has 10.3 million shares authorized for issuance, which includes a maximum of 2.0 million shares that may be granted as incentive stock options. As of December 31, 2018, there were 1.7 million shares available for issuance under the 2005 Incentive Plan.

The following grants of share-based awards were made in 2018 under the 2005 Incentive Plan:



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

January 2, 2018 ⁽¹⁾	449,271		$	7.54	33% per year over three years
January 2, 2018 ⁽²⁾	449,271		$	10.44	100% on January 2, 2021
January 2, 2018 ⁽³⁾	8,247		$	7.54	100% on January 1, 2020
April 2, 2018 ⁽³⁾	11,064		$	5.79	100% on January 1, 2020
July 2, 2018 ⁽³⁾	6,565		$	8.33	100% on January 1, 2020
August 21, 2018 ⁽⁴⁾	6,093		$	8.97	100% on August 21, 2019
October 1, 2018 ⁽³⁾	6,104		$	9.88	100% on January 1, 2020
December 13, 2018 ⁽⁵⁾	126,942		$	7.09	100% on December 13, 2019


(1)	Reflects grants of restricted stock to our executive officers.


(2)	Reflects grants of PSUs to our executive officers. These awards when vested can only be settled in shares of our common stock.


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


(4)	Reflects a grant of restricted stock made to an independent member of our Board upon his joining our Board.


(5)	Reflects annual equity grants to each independent member of our Board.

In January 2019, we granted our executive officers and select management employees 688,540 shares of restricted stock and 688,540 PSUs under the 2005 Incentive Plan. The market value of the restricted shares was $5.41 per share or $3.7 million. The grant date fair value of the PSUs was $7.60 per share. Also in January 2019, we granted $4.4 million of fixed value cash awards to other select management employees under the 2005 Incentive Plan.

Restricted Stock Awards

We grant restricted stock to members of our Board, executive officers and select management employees. The following table summarizes information about our restricted stock:



	Year Ended December 31,
	2018				2017				2016
	Shares		Grant Date Fair Value ⁽¹⁾		Shares		Grant Date Fair Value ⁽¹⁾		Shares		Grant Date Fair Value ⁽¹⁾

Awards outstanding at beginning of year	1,579,218		$	7.63	1,577,973		$	7.86	661,124		$	16.28
Granted	614,286		7.46		829,143		8.39		1,298,121		5.70
Vested ⁽²⁾	(823,310	)	7.88		(817,791	)	8.84		(305,588	)	16.94
Forfeited	(49,205	)	7.62		(10,107	)	7.01		(75,684	)	7.76
Awards outstanding at end of year	1,320,989		$	7.40	1,579,218		$	7.63	1,577,973		$	7.86


(1)	Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant.


(2)	Total fair value of restricted stock that vested during the years ended December 31, 2018, 2017 and 2016 was $6.4 million, $6.9 million and $2.2 million, respectively.

For the years ended December 31, 2018, 2017 and 2016, $6.0 million, $7.9 million and $5.8 million, respectively, were recognized as share-based compensation related to restricted stock. Future compensation cost associated with unvested restricted stock at December 31, 2018 totaled approximately $5.0 million. The weighted average vesting period related to unvested restricted stock at December 31, 2018 was approximately 1.0 year.

Performance Share Units Awards

We grant PSUs to our executive officers and from time to time select management employees. The payout at vesting of PSUs is based on the performance of our common stock over a three-year period compared to the performance of other companies in a peer group selected by the Compensation Committee of our Board, with the maximum amount of the award being 200% of the original awarded PSUs and the minimum amount being zero. PSUs granted prior to 2017 could be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee of our Board. As a result of our Board’s decision to cash settle the vesting of the 2012 PSU awards in 2015, PSUs granted before 2017, including those that were previously accounted for as equity awards, are treated as liability awards. PSUs granted beginning in 2017 are to be settled solely in shares of our common stock and therefore are accounted for as equity awards.

We issued 449,271 PSUs in 2018 with a grant date fair value of $10.44 per unit, 671,771 PSUs in 2017 with a grant date fair value of $12.64 per unit and 1,161,672 PSUs in 2016 with a grant date fair value of $7.13 per unit. For the years ended December 31, 2018, 2017 and 2016, $4.7 million, $7.4 million and $6.8 million, respectively, were recognized as share-based compensation related to PSUs. For the year ended December 31, 2016, we recorded $0.2 million in equity reflecting the cumulative compensation cost recognized in excess of the estimated fair value of the modified liability PSU awards. At December 31, 2018 and 2017, the liability balance for unvested PSUs was $11.1 million. During 2016, 2017 and 2018, we paid $0.2 million, $0.6 million and $0.9 million, respectively, to cash settle the PSUs granted in 2013, 2014 and 2015. We paid $11.1 million to cash settle the 2016 grant of PSUs when they vested in January 2019.

Cash Awards

In 2018, we granted $5.2 million of fixed value cash awards to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years. For the year ended December 31, 2018, $1.7 million was recognized as compensation cost, which reflects the liability balance as of December 31, 2018 for the cash payout made in January 2019.