We sponsor a defined contribution 401(k) retirement plan. Our discretionary contributions are in the form of cash and consist of a 50% match of each participant’s contribution up to 5% of the participant’s salary. Our discretionary contributions were suspended for 2021 and re-activated beginning January 2022. For the years ended December 31, 2020 and 2019, we made discretionary employer contributions of $1.6 million and $1.0 million, respectively, to the 401(k) 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, 2021, 1.6 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 (the “Compensation Committee”) 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.

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. 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, RSUs, 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, 2021, there were 5.6 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 2021 under the 2005 Incentive Plan:

(1)	Reflects grants to our executive officers.

(2)	Reflects grants to certain independent members of our Board.

In January 2022, we granted our executive officers 1,065,705 RSUs and 1,065,705 PSUs under the 2005 Incentive Plan. The grant date fair value of the RSUs was $3.12 per unit or $3.3 million. The grant date fair value of the PSUs was $4.25 per unit or $4.5 million. PSUs and RSUs issued in 2022 are payable in either cash or stock at the discretion of the Compensation Committee. Also in January 2022, we granted $5.0 million of fixed value cash awards to select management employees under the 2005 Incentive Plan.

Restricted Stock Awards

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


	Year Ended December 31,
	2021			2020			2019
		Grant Date			Grant Date			Grant Date
	Shares	Fair Value ⁽¹⁾		Shares	Fair Value ⁽¹⁾		Shares	Fair Value ⁽¹⁾
Awards outstanding at beginning of year	1,176,951	$	6.61	1,173,045	$	6.81	1,320,989	$	7.40
Granted	332,841		3.59	667,752		7.06	846,835		6.02
Vested ⁽²⁾	(656,066)		6.35	(631,498)		7.52	(993,361)		6.92
Forfeited	—		—	(32,348)		5.41	(1,418)		8.82
Awards outstanding at end of year	853,726	$	5.62	1,176,951	$	6.61	1,173,045	$	6.81

(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, 2021, 2020 and 2019 was $2.6 million, $5.4 million and $6.5 million, respectively.

For the years ended December 31, 2021, 2020 and 2019, $3.3 million, $4.2 million and $6.2 million, respectively, were recognized as share-based compensation related to restricted stock. Future compensation cost associated with unvested restricted stock at December 31, 2021 totaled approximately $2.2 million. The weighted average vesting period related to unvested restricted stock at December 31, 2021 was approximately 0.7 years.

PSU Awards

Our PSUs that were granted prior to 2021 are to be settled solely in shares of our common stock and are accounted for as equity awards. Those PSUs contain a service condition and a market condition. PSUs granted in 2021 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee and are initially accounted for as equity awards. The PSUs granted in 2021 consist of two components: (i) 50% based on the performance of our common stock against peer group companies, which contains a service condition and a market condition, and (ii) 50% based on cumulative total Free Cash Flow, which contains a service condition and a performance condition. Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. The maximum payout at vesting of our PSUs is 200% of the original PSU awards and the minimum payout is zero.

The following table summarizes information about our equity PSU awards:


	Year Ended December 31,
	2021			2020			2019
		Grant Date			Grant Date			Grant Date
	Units	Fair Value ⁽¹⁾		Units	Fair Value ⁽¹⁾		Units	Fair Value ⁽¹⁾
Equity PSU awards outstanding at beginning of year	1,297,126	$	9.99	1,565,044	$	10.17	1,006,360	$	11.76
Granted	452,381		5.33	369,938		13.15	688,540		7.60
Vested	(368,038)		10.44	(589,335)		12.64	—		—
Forfeited	—		—	(48,521)		7.60	(129,856)		8.91
Equity PSU awards outstanding at end of year	1,381,469	$	8.34	1,297,126	$	9.99	1,565,044	$	10.17

(1)	Represents the weighted average grant date fair value.

For the years ended December 31, 2021, 2020 and 2019, $4.1 million, $4.0 million and $5.1 million, respectively, were recognized as share-based compensation related to equity PSUs. Future compensation cost associated with unvested equity PSU awards at December 31, 2021 totaled approximately $3.9 million. The weighted average vesting period related to unvested equity PSUs at December 31, 2021 was approximately 0.9 year. In January 2022, 559,150 equity PSUs granted in 2019 vested at 157%, representing 876,469 shares of our common stock with a total market value of $3.2 million. In January 2021, 368,038 equity PSUs granted in 2018 vested at 200%, representing 736,075 shares of our common stock with a total market value of $3.1 million. In January 2020, 589,335 equity PSUs granted in 2017 vested at 200%, representing 1,178,670 shares of our common stock with a total market value of $11.4 million.

RSU Awards

RSUs granted in 2021 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee and have been accounted for as liability awards. Compensation cost recognized for the year ended December 31, 2021 was $0.5 million, which reflects the value of RSUs that were granted in 2021 and paid out in January 2022.

Cash Awards

In 2021, 2020 and 2019, we granted $3.5 million, $4.7 million and $4.6 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, 2021, 2020 and 2019, we recognized compensation costs of $4.0 million and $4.4 million and $3.2 million, respectively, which reflected the cash payouts made in January 2022, 2021 and 2020, respectively.