Note

Stock

-Based Compensation

Our

2006

Omnibus Incentive Plan, as amended (the "Incentive Plan") governs the issuance of equity awards and other incentive compensation to management and members of the board of directors. In

February 2013,

the Compensation Committee re-approved, subject to stockholder re-approval, the material terms of the performance-based goals under the Incentive Plan so that certain incentive awards granted thereunder would continue to qualify as exempt "performance-based compensation" under Internal Revenue Code Section

162

(m). Our stockholders re-approved the material terms of the performance-based goals under the Incentive Plan at our

2013

Annual Meeting held on

May 29, 2013.

The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, consultants, non-employee directors, and eligible participants under various types of options, restricted stock awards, or other equity instruments. At

June 30, 2018,

96,665

of the abovementioned

1,550,000

shares were available for award under the Incentive Plan.

participant in the Incentive Plan

may

receive awards of any type of equity instruments in any calendar-year that relates to more than

200,000

shares of our Class A common stock.

awards

may

be made under the Incentive Plan after

March 31, 2023.

To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is

$0.9

million and

$0.2

million of stock-based compensation expense for the

three

months ended

June 30, 2018

and

2017,

and

$1.8

million and

$0.4

million of stock-based compensation expense for the

six

months ended

June 30, 2018

and

2017,

respectively. All stock compensation expense recorded in

2018

and

2017

relates to restricted shares, given

options were granted during these periods. An additional

$0.4

million and

$0.3

million of stock-based compensation was recorded in general supplies and expenses in the condensed consolidated statements of operations for each of the

three

- and

six

-month periods ended

June 30, 2018

and

2017,

respectively, as this amount relates to the issuance of restricted stock to non-employee directors.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows participants to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes. To satisfy withholding requirements for shares that vested through

June 30, 2018,

certain participants elected to forfeit receipt of an aggregate of

655

shares of Class A common stock at a weighted average per share price of

$27.16

based on the closing price of our Class A common stock on the dates the shares vested in

2018,

in lieu of the federal and state minimum statutory tax withholding requirements. We remitted less than

$0.1

million to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements.