NOTE 9 – SHARE-BASED COMPENSATION

Equity Compensation Plan

Under the Company’s 2009 Omnibus Incentive Plan, as amended (the “Incentive Plan”), 2,064,493 shares remained reserved for issuance and were available for new awards under the Incentive Plan as of December 31, 2017.

Awards under the Incentive Plan may include incentive stock options, non-qualified stock option awards (“Stock Option”), stock appreciation rights, non-vested shares of Common Stock (“Restricted Stock”), restricted stock units, performance share units (“PSUs”), other share-based awards and cash-based incentive awards. Awards under the Incentive Plan may be granted to employees, directors, consultants or other persons providing services to the Company or its affiliates.

The following table provides certain information related to Stock Options and PSUs during the year ended December 31, 2017 (in thousands, except per share data):

	For the Year Ended December 31, 2017
	Stock Options									Performance Share Units
				Weighted									Weighted
				Average				Weighted					Average
				Exercise		Aggregate		Average		Number			Grant Date
	Number of			Price per		Intrinsic		Remaining		of Share			Fair Value
	Options (2)			Share (1)		Value		Term		Units (2)			per Share (1)
Outstanding as of December 31, 2016		3,214		$	15.77						173		$	23.18
Granted		797			27.20						147			27.20
Forfeited		—			—					n/a			n/a
Exercised		(804	)		6.95					n/a			n/a
Vested	n/a			n/a							(115	)		23.18
Expired		—			—					n/a			n/a
Outstanding as of December 31, 2017		3,207		$	20.82	$	20,935		6.18		205		$	26.07
Exercisable as of December 31, 2017		1,325		$	18.62	$	11,570		4.47

(1)

Unless otherwise specified, such as in the case of the exercise of Stock Options, the per share prices were determined using the closing price of the Company’s Common Stock as quoted on the exchanges on which the Company was listed. Shares issued upon exercise of options represent original issuances in private transactions pursuant to Section 4(2) of the Securities Act of 1933, as amended or issuances under the Company's Incentive Plan.

(2)	All shares outstanding as of December 31, 2017 are expected to vest.

n/a	Not applicable

The following table provides certain information in connection with the Company’s share-based compensation arrangements for the periods presented (in thousands):

	Years Ended December 31,
	2017		2016			2015
Compensation expense:
Stock options	$	6,907	$	3,641		$	1,389
Restricted stock		—		3,433			15,997
Performance share units		3,608		3,214			—
Total	$	10,515	$	10,288		$	17,386
Deferred tax benefits:
Stock options	$	2,640	$	1,392		$	532
Restricted stock		—		1,312			4,816
Performance share units		1,379		1,229			—
Total	$	4,019	$	3,933		$	5,348
Realized tax benefits:
Stock options	$	5,831	$	724		$	5,369
Restricted stock		—		4,326			—
Performance share units		1,264		—			—
Total	$	7,095	$	5,050		$	5,369
Excess tax benefits (shortfall) (1):
Stock options	$	5,548	$	642		$	5,310
Restricted stock		—		(1,796	)		—
Performance share units		245		—			—
Total	$	5,793	$	(1,154	)	$	5,310
Weighted average fair value per option or share:
Stock option grants	$	10.18	$	6.01		$	6.34
Restricted stock grants	$	—	$	—		$	26.04
Performance share unit grants	$	27.20	$	23.18		$	—
Intrinsic value of options exercised	$	15,256	$	1,894		$	14,734
Fair value of restricted stock vested	$	—	$	11,319		$	17,505
Fair value of performance share units vested	$	3,307	$	—		$	—
Cash received for strike price and tax withholdings	$	—	$	119		$	519
Shares acquired through cashless exercise (2)		491		325			611
Value of shares acquired through cashless exercise (2)	$	12,808	$	6,238		$	15,445

(1)

Excess tax benefits (shortfalls) for the years ended December 31, 2016 and 2015 were recognized in additional paid in capital and within income through December 31, 2017.

(2)

All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised, Restricted Stock vested or PSUs vested. These shares have been canceled by the Company.

The following table provides the amount of unrecognized compensation expense as of the most recent balance sheet date and the weighted average period over which those expenses will be recorded for both Stock Options and PSUs (dollars in thousands):

	As of December 31, 2017
	Stock		Performance
	Options		Share Units
Unrecognized expense	$	9,064	$	1,176
Weighted average remaining years		1.69		1.31

Stock Options

Stock Options granted by the Company generally expire between 5 to 10 years from the grant date and generally vest over a 1 to 3 year service period commencing on the grant date.

The Company used the modified Black-Scholes model to estimate the fair value of employee Stock Options on the date of grant utilizing the assumptions noted below. The risk-free rate is based on the U.S. Treasury bill yield curve in effect at the time of grant for the expected term of the option. The expected term of options granted represents the period of time that the options are expected to be outstanding. Expected volatilities are based on historical volatilities of our Common Stock. The dividend yield was based on expected dividends at the time of grant.

The following table provides the assumptions utilized in the Black-Scholes model for Stock Options granted during the periods presented:

	Years Ended December 31,
	2017			2016			2015
Weighted-average risk-free interest rate		1.94	%		1.40	%		0.54	%
Expected term of option in years		5.84			5.44			3.38
Weighted-average volatility		45.1	%		45.2	%		44.3	%
Dividend yield		2.0	%		3.4	%		3.4	%
Weighted average grant date fair value per share	$	10.18		$	6.01		$	6.34

Restricted Stock Grants

Restricted Stock grants are awarded to certain employees in consideration for services rendered pursuant to terms of employment agreements and or to provide to those employees with a continued incentive to share in the success of the Company. Restricted Stock generally vests over a three year service period commencing on the grant date.

Performance Share Units

PSUs are awarded to certain employees in consideration for services rendered pursuant to terms of employment agreements and provide those employees with a continued incentive to share in the success of the Company. Each performance share unit has a value equal to one share of common stock and generally vests over a three year service period commencing on the grant date.