Employee Benefit Plans

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement [Abstract]

Note 11 — Employee Benefit Plans

Long-Term Incentive Plan

We currently have one active long-term incentive plan: the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). On May 15, 2019, our shareholders approved an amendment to and restatement of the 2005 Incentive Plan to: (i) authorize 7.0 million additional shares for issuance pursuant to our equity incentive compensation strategy, (ii) establish a maximum award limit applicable to independent members of our Board of Directors (our “Board”) under the 2005 Incentive Plan, (iii) require, subject to certain exceptions, that all awards under the 2005 Incentive Plan have a minimum vesting or restriction period of one year and (iv) remove certain requirements with respect to performance-based compensation under Section 162(m) of the Internal Revenue Code that were repealed by the U.S. Tax Cuts and Jobs Act (the “2017 Tax Act”). As of June 30, 2019, there were 8.5 million shares of our common stock available for issuance under the 2005 Incentive Plan. During the six-month period ended June 30, 2019, the following grants of share-based awards were made under the 2005 Incentive Plan:



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

January 2, 2019 ⁽¹⁾	688,540	$	5.41	33% per year over three years
January 2, 2019 ⁽²⁾	688,540	7.60		100% on January 2, 2022
January 2, 2019 ⁽³⁾	11,841	5.41		100% on January 1, 2021
April 1, 2019 ⁽³⁾	7,625	7.91		100% on January 1, 2021


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


(2)	Reflects grants 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 PSU awards and the minimum amount being zero.


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

Compensation cost for restricted stock is the product of the 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. Forfeitures are recognized as they occur. For the three- and six-month periods ended June 30, 2019, $2.4 million and $3.7 million respectively, were recognized as share-based compensation related to restricted stock. For the three- and six-month periods ended June 30, 2018, $1.5 million and $3.0 million, respectively, were recognized as share-based compensation related to restricted stock.

The estimated fair value of PSUs is determined using a Monte Carlo simulation model. PSUs granted prior to 2017 could be settled in either cash or shares of our common stock and were accounted for as liability awards. Beginning in 2017, PSUs granted are to be settled solely in shares of our common stock and therefore are accounted for as equity awards. 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 as an increase to equity. For the three- and six-month periods ended June 30, 2019, $1.4 million and $2.7 million, respectively, were recognized as share-based compensation related to PSUs. For the three- and six-month periods ended June 30, 2018, $4.2 million and $5.2 million, respectively, were recognized as share-based compensation related to PSUs. The liability balance for previously unvested PSUs granted in January 2016 was $11.1 million at December 31, 2018, which we settled in cash when those PSUs vested in January 2019.

Additionally in 2019 and 2018, we granted fixed-value cash awards of $4.6 million and $5.2 million, respectively, to select management employees under the 2005 Incentive Plan. The value of fixed value cash awards is recognized on a straight-line basis over a vesting period of three years. For the three- and six-month periods ended June 30, 2019, $0.8 million and $1.6 million, respectively, were recognized as compensation cost. For the three- and six-month periods ended June 30, 2018, $0.4 million and $0.8 million, respectively, were recognized as compensation cost.

Employee Stock Purchase Plan

We have an employee stock purchase plan (the “ESPP”). On May 15, 2019, our shareholders approved an amendment to and restatement of the ESPP to: (i) increase the shares authorized for issuance by 1.5 million shares and (ii) delegate to an administrator the authority to establish from time to time the maximum shares purchasable during a purchase period. As of June 30, 2019, 2.0 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 130 shares per employee per purchase period.

For more information regarding our employee benefit plans, including the 2005 Incentive Plan and the ESPP, see Note 12 to our 2018 Form 10-K.