Employee Benefit Plans

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Note 14 — Employee Benefit Plans

Defined Contribution Plan

We sponsor a defined contribution 401(k) retirement plan. Our discretionary contributions, which were reactivated in April 2019, are in the form of cash and currently consist of a 50% match of each participant’s contribution up to 5% of the participant’s salary. We made employer contributions of $1.0 million to the 401(k) plan in 2019.

Employee Stock Purchase Plan

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 internal administrator the authority to establish the maximum shares purchasable during a purchase period. As of December 31, 2019, 2.0 million shares were available for issuance under the ESPP. 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 its fair market value on (i) the first trading day of the purchase period or (ii) the last trading day of the purchase period. The ESPP currently has a purchase limit of 260 shares per employee per purchase period.

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”). 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.

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 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 2017 Tax Act. The 2005 Incentive Plan currently has 17.3 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, 2019, there were 8.3 million shares available for issuance under the 2005 Incentive Plan and no incentive stock options are currently outstanding.

The following grants of share-based awards were made in 2019 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
July 1, 2019 ⁽³⁾	8,727		$	8.63	100% on January 1, 2021
August 1, 2019 ⁽⁴⁾	7,151		$	8.76	100% on August 1, 2020
October 1, 2019 ⁽³⁾	7,948		$	8.06	100% on January 1, 2021
December 12, 2019 ⁽⁵⁾	115,003		$	9.13	100% on December 12, 2020


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


(2)	Reflects grants of PSUs to our executive officers and select management employees. 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 elected to take their quarterly fees in stock in lieu of cash.


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


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

In January 2020, we granted our executive officers and select management employees 369,938 shares of restricted stock and 369,938 PSUs under the 2005 Incentive Plan. The market value of the restricted shares was $9.63 per share or $3.6 million. The grant date fair value of the PSUs was $13.15 per unit. Also in January 2020, we granted $4.7 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,
	2019				2018				2017
	Shares		Grant Date Fair Value ⁽¹⁾		Shares		Grant Date Fair Value ⁽¹⁾		Shares		Grant Date Fair Value ⁽¹⁾

Awards outstanding at beginning of year	1,320,989		$	7.40	1,579,218		$	7.63	1,577,973		$	7.86
Granted	846,835		6.02		614,286		7.46		829,143		8.39
Vested ⁽²⁾	(993,361	)	6.92		(823,310	)	7.88		(817,791	)	8.84
Forfeited	(1,418	)	8.82		(49,205	)	7.62		(10,107	)	7.01
Awards outstanding at end of year	1,173,045		$	6.81	1,320,989		$	7.40	1,579,218		$	7.63


(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, 2019, 2018 and 2017 was $6.5 million, $6.4 million and $6.9 million, respectively.

For the years ended December 31, 2019, 2018 and 2017, $6.2 million, $6.0 million and $7.9 million, respectively, were recognized as share-based compensation related to restricted stock. Future compensation cost associated with unvested restricted stock at December 31, 2019 totaled approximately $4.2 million. The weighted average vesting period related to unvested restricted stock at December 31, 2019 was approximately 1.3 years.

Performance Share Unit 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 were settled in cash and accounted for 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.

The following table summarizes information about our equity PSU awards:



	Year Ended December 31,
	2019				2018				2017
	Units		Grant Date Fair Value ⁽¹⁾		Units		Grant Date Fair Value ⁽¹⁾		Units		Grant Date Fair Value ⁽¹⁾

Equity PSU awards outstanding at beginning of year	1,006,360		$	11.76	613,665		$	12.64	—		$	—
Granted	688,540		7.60		449,271		10.44		671,771		12.64
Forfeited	(129,856	)	8.91		(56,576	)	10.83		(58,106	)	12.64
Equity PSU awards outstanding at end of year	1,565,044		$	10.17	1,006,360		$	11.76	613,665		$	12.64


(1)	Represents the weighted average grant date fair value, which is determined using a Monte Carlo simulation model.

For the years ended December 31, 2019, 2018 and 2017, $5.1 million, $3.8 million and $2.8 million, respectively, were recognized as share-based compensation related to equity PSU awards. Future compensation cost associated with unvested equity PSU awards at December 31, 2019 totaled approximately $4.2 million. The weighted average vesting period related to unvested equity PSU awards at December 31, 2019 was approximately 1.0 year. In January 2020, 589,335 equity PSU awards granted in 2017 vested at 200%, representing 1,178,670 shares of our common stock with a total market value of $11.4 million.

For the years ended December 31, 2018 and 2017, $0.9 million and $4.6 million, respectively, were recognized as share-based compensation related to liability PSU awards. At December 31, 2018, the liability balance for unvested liability PSU awards related to the 2016 grant was $11.1 million, which were cash settled when they vested in January 2019. During 2018 and 2017, we cash settled $0.9 million and $0.6 million, respectively, related to the liability PSU awards granted in 2015 and 2014.

Cash Awards

In 2019 and 2018, we granted $4.6 million and $5.2 million, respectively, 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 years ended December 31, 2019 and 2018, $3.2 million and $1.7 million, respectively, was recognized as compensation cost, which reflected the liability balance as of December 31, 2019 and 2018 for the cash payout made in January 2020 and 2019, respectively.