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, 2022 and 2020, we made discretionary employer contributions of $1.5 million and $1.6 million, respectively, to the 401(k) plan.

As of December 31, 2022, 1.4 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 in amounts in accordance with their terms on the third anniversary date of the grant.

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, 2022, there were approximately 4.0 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 2022 under the 2005 Incentive Plan:

(1)	Reflects grants to our executive officers.

(2)

Reflects grants to certain independent members of our Board who have elected to take their quarterly fees in stock in lieu of cash, of which 8,013 shares granted on January 4, 2022 and 5,230 shares granted on April 1, 2022 vested upon the approval of our Board’s Compensation Committee in connection with the departure of an independent director during the second quarter 2022.

(3)	Reflects restricted stock grants made to two new independent members of our Board in connection with their appointment to our Board.

In January 2023, we granted certain officers 506,436 RSUs and 489,498 PSUs under the 2005 Incentive Plan. The grant date fair value of the RSUs was $7.38 per unit or $3.7 million. The grant date fair value of the PSUs was $9.26 per unit or $4.5 million. PSUs and RSUs issued in 2023 are payable in either cash or stock at the discretion of the Compensation Committee. Also in January 2023, we granted $5.9 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,
	2022			2021			2020
		Grant Date			Grant Date			Grant Date
	Shares	Fair Value ⁽¹⁾		Shares	Fair Value ⁽¹⁾		Shares	Fair Value ⁽¹⁾
Awards outstanding at beginning of year	853,726	$	5.62	1,176,951	$	6.61	1,173,045	$	6.81
Granted	253,358		5.33	332,841		3.59	667,752		7.06
Vested ⁽²⁾	(719,456)		4.94	(656,066)		6.35	(631,498)		7.52
Forfeited	—		—	—		—	(32,348)		5.41
Awards outstanding at end of year	387,628	$	6.70	853,726	$	5.62	1,176,951	$	6.61

(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, 2022, 2021 and 2020 was $2.9 million, $2.6 million and $5.4 million, respectively.

For the years ended December 31, 2022, 2021 and 2020, $2.5 million, $3.3 million and $4.2 million, respectively, were recognized as share-based compensation related to restricted stock. Future compensation cost associated with unvested restricted stock at December 31, 2022 totaled approximately $1.2 million. The weighted average vesting period related to unvested restricted stock at December 31, 2022 was approximately 0.6 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, which contain a service and a market condition, are based on the performance of our common stock against peer group companies. Our PSUs granted beginning 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 equity awards. Those PSUs consist of two components: (i) 50% based on the performance of our common stock against peer group companies, which component contains a service and a market condition, and (ii) 50% based on cumulative total Free Cash Flow, which component contains a service 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. Our PSUs cliff vest at the end of a three-year period with the maximum amount of the award being 200% of the original PSU awards and the minimum amount being zero.

The following table summarizes information about our PSU awards:


	Year Ended December 31,
	2022			2021			2020
		Grant Date			Grant Date			Grant Date
	Units	Fair Value ⁽¹⁾		Units	Fair Value ⁽¹⁾		Units	Fair Value ⁽¹⁾
PSU awards outstanding at beginning of year	1,381,469	$	8.34	1,297,126	$	9.99	1,565,044	$	10.17
Granted	1,065,705		4.25	452,381		5.33	369,938		13.15
Vested	(559,150)		7.60	(368,038)		10.44	(589,335)		12.64
Forfeited	—		—	—		—	(48,521)		7.60
PSU awards outstanding at end of year	1,888,024	$	6.25	1,381,469	$	8.34	1,297,126	$	9.99

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

For the years ended December 31, 2022, 2021 and 2020, $4.8 million, $4.1 million and $4.0 million, respectively, were recognized as share-based compensation related to PSUs. Future compensation cost associated with unvested PSU awards at December 31, 2022 totaled approximately $5.2 million. The weighted average vesting period related to unvested PSUs at December 31, 2022 was approximately 1.4 year. In January 2023, 369,938 PSUs granted in 2020 vested at 77%, representing 285,778 shares of our common stock with a total market value of $3.6 million. In January 2022, 559,150 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 PSUs granted in 2018 vested at 200%, representing 736,075 shares of our common stock with a total market value of $3.1 million.

RSU Awards

Our RSUs granted beginning 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.

The following table summarizes information about our RSU awards:


	Year Ended December 31,
	2022			2021
		Grant Date			Grant Date
	Units	Fair Value ⁽¹⁾		Units	Fair Value ⁽¹⁾
RSU awards outstanding at beginning of year	452,381	$	4.20	—	$	—
Granted	1,065,705		3.12	452,381		4.20
Vested	(150,792)		4.20	—		—
RSU awards outstanding at end of year	1,367,294	$	3.36	452,381	$	4.20

(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.

Compensation cost recognized for the years ended December 31, 2022 and 2021 was $3.7 million and $0.5 million, respectively, which is reflected in the liability balance at December 31, 2022 and 2021 for the fair value of RSUs that vested in January 2023 and 2022, respectively. Future compensation cost based on the fair value of unvested RSUs at December 31, 2022 totaled approximately $6.4 million. The weighted average vesting period related to unvested RSUs at December 31, 2022 was approximately 1.8 years.

Cash Awards

In 2022, 2021 and 2020, we granted $5.5 million, $3.5 million and $4.7 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, 2022, 2021 and 2020, we recognized compensation costs of $4.3 million and $4.0 million and $4.4 million, respectively, which reflected the cash payouts made in January 2023, 2022 and 2021, respectively.