Common Stock and Share-Based Compensation

Our authorized shares of capital stock include one million shares of preferred stock and 250 million shares of common stock with a par value of $0.01 per share.

Cash Dividends — In accordance with our cash dividend policy, holders of our common stock will receive dividends when and as declared by our Board of Directors. Beginning in 2015, all awards of restricted stock units, performance stock units and phantom shares provide for cash dividend equivalent units, which vest in cash at the same time as the underlying award. Quarterly dividends of $0.09 per share were paid in March, June and September of 2018 and 2017, totaling approximately $24.7 million and $24.5 million for the first nine months of 2018 and 2017, respectively. On November 8, 2018, the Board of Directors declared a quarterly dividend of $0.03 per share to be paid in December, 2018. Our cash dividend policy is subject to modification, suspension or cancellation in any manner and at any time. Dividends are presented as a reduction to retained earnings in our unaudited Condensed Consolidated Statement of Stockholders’ Equity unless we have an accumulated deficit as of the end of the period, in which case they are reflected as a reduction to additional paid-in capital.

Stock Repurchase Program — Since 1998, our Board of Directors has from time to time authorized the repurchase of our common stock up to an aggregate of $2.38 billion, excluding fees and commissions. We made no share repurchases during the three and nine months ended September 30, 2018 and 2017. As of September 30, 2018, $197.1 million remained available for repurchases under this program (excluding fees and commissions). Our management is authorized to purchase shares from time to time through open market transactions at prevailing prices or in privately-negotiated transactions, subject to market conditions and other factors. Shares, when repurchased, are retired.

Restricted Stock Units — We issue restricted stock units ("RSUs") to certain senior employees and non-employee directors as part of our long-term incentive compensation program. An RSU represents the right to receive one share of common stock in the future. RSUs have no exercise price. RSUs granted to employees generally vest ratably over three years, subject to certain accelerated vesting provisions based primarily on a change of control, or in certain cases upon death or qualified disability. RSUs granted to non-employee directors vest ratably over three years.

The following table summarizes RSU activity during the nine months ended September 30, 2018:



	Employees			Non-Employee Directors			Total
RSUs outstanding at January 1, 2018	545,405			85,829			631,234
RSUs granted	739,982			95,669			835,651
Shares issued upon vesting of RSUs	(173,463		)	(38,454		)	(211,917		)
RSUs canceled or forfeited(1)	(265,253		)	(1,915		)	(267,168		)
RSUs outstanding at September 30, 2018	846,671			141,129			987,800
Weighted average grant date fair value	$	11.53		$	11.98		$	11.60


(1)	Pursuant to the terms of our plans, employees have the option of forfeiting RSUs to cover their minimum statutory tax withholding when shares are issued. Any RSUs surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans.

Performance Stock Units — In 2016, we began granting performance stock units ("PSUs") as a part of our long-term incentive compensation program. PSUs cliff vest and settle in shares of our common stock at the end of a three-year performance period contingent upon the achievement of specific performance goals established for each calendar year during the performance period. The PSUs are deemed granted in three separate one year tranches on the dates in which our Compensation Committee establishes the applicable annual performance goals. The number of shares that may be earned at the end of the vesting period may range from zero to 200 percent of the target award amount based on the achievement of the performance goals. The fair value of PSUs is estimated using the market price of our common stock on the date of grant, and we recognize compensation expense ratably over the vesting period for the portion of the awards that are expected to vest. The fair value of the PSUs is remeasured at each reporting period. The following table summarizes PSU activity during the nine months ended September 30, 2018:



	PSUs		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2018	121,807		$	18.62
Granted	295,191		8.80
Vested	—		—
Forfeited or canceled	(36,340	)	10.51
Performance adjustment(1)	(85,795	)	18.13
Outstanding at September 30, 2018	294,863		$	9.93


(1)	Represents an adjustment to the 2017 tranche of the 2016 and 2017 PSU awards based on actual performance during the 2017 annual performance period in relation to the established performance goal for that period. The actual performance for the 2017 annual performance period was certified by the Compensation Committee of our Board of Directors in the first quarter of 2018.

Phantom Shares — We grant phantom shares as part of our long-term incentive compensation program, which are similar to RSUs in that they are based on the price of our stock and vest ratably over a three-year period, but are cash-settled based upon the value of our stock at each vesting date. The fair value of the awards is remeasured at each reporting period. Compensation expense is recognized over the vesting period with a corresponding liability, which is recorded in accounts payable and accrued expenses in our unaudited Condensed Consolidated Balance Sheets. The following table summarizes the phantom share activity during the nine months ended September 30, 2018:



	Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2018	1,322,580		$	18.26
Granted	1,696,007		8.80
Converted/paid	(612,363	)	17.98
Forfeited	(356,587	)	13.13
Outstanding at September 30, 2018	2,049,637		$	11.41

Stock Options — The following table summarizes stock option activity during the nine months ended September 30, 2018:



	Options		Weighted Average Exercise Price		Weighted Average Contractual Life (Years)	Aggregate Intrinsic Value
Options outstanding and exercisable at January 1, 2018	700,467		$	17.21
Forfeited and canceled	(299,914	)	20.61
Exercised	—		—
Options outstanding and exercisable at September 30, 2018	400,553		$	14.65	1.26	$	—

We recognize share-based compensation expense for stock options ratably over the vesting period. The fair value of each option award is estimated on the date of grant using a Black-Scholes valuation model. We did not grant any stock options during 2017 or 2018, nor do we currently plan to in the future. At September 30, 2018, there was no remaining unrecognized stock option expense related to unvested awards.

Share-Based Compensation Expense — The following table summarizes the share-based compensation expense recognized during the three and nine months ended September 30, 2018 and 2017:



	Three Months Ended September 30						Nine Months Ended September 30
	2018			2017			2018			2017
	(In thousands)
RSUs	$	1,190		$	2,084		$	3,735		$	4,738
PSUs(1)	(1,215		)	(1,604		)	(68		)	(2,155		)
Phantom shares	645			422			3,578			4,978
Total	$	620		$	902		$	7,245		$	7,561


(1)	The net credit to PSU expense for the three months ended September 30, 2018 is primarily the result of lower expected performance (relative to the established performance metric) associated with the 2018 tranche of these awards.