STOCK-BASED COMPENSATION

EQUITY PLANS

The Company sponsors equity plans (the Plans) that enable the Company to grant equity based compensation to employees and non-employee directors. The Company's current practice is to issue cash awards and / or restricted stock units as incentive compensation to employees and non-employee directors. The Company continues to have previously issued stock options that remain outstanding under the General Employee Plan and the 2004 Equity Incentive Plan. In April 2012, stockholders approved the 2012 Equity Incentive Plan. Approximately 11.6 million shares of common stock were originally authorized under the Plans, including approximately 5.0 million, 5.2 million, and 1.4 million shares authorized under the 2012 Equity Incentive Plan, 2004 Equity Incentive Plan and the General Employee Plan, respectively. Approximately 4.4 million shares were available and reserved for issuance under the 2012 Equity Incentive Plan at September 30, 2015.

The Compensation Committee of the Company’s Board of Directors administers the Plans and determines the type of equity awards to be issued, the exercise period, vesting period and all other terms of instruments issued under the Plans. Employees’ restricted stock units typically vest in equal annual installments over a three-year period after date of grant. Stock options expire ten years after the date of grant.

NONVESTED SHARES

Time-Based Restricted Stock Unit (RSU) Awards

Time-based RSU awards provide the participant with the right to receive a number of shares of the Company's common stock upon vesting of the awards provided the participant is employed by the Company on the vesting date. Time-based awards are valued using the Company's common stock price on the date of grant. Time-based awards are not entitled to any dividend equivalents with respect to the RSUs unless otherwise determined by the Board, nor any dividends on stock that may be delivered in settlement of the RSUs unless and until the stock is issued in settlement of the RSUs.

Nonvested time-based RSU activity during the first nine months of 2015, is detailed in the following table:



	Nonvested Shares		Weighted-Average Grant-Date Fair Value
Nonvested time-based RSUs at January 1, 2015	184,747		$	13.80
Granted	120,715		14.29
Vested	(35,030	)	13.75
Forfeited	(4,480	)	13.91
Nonvested time-based RSUs at March 31, 2015	265,952		$	14.03
Granted	3,668		13.88
Vested	(1,586	)	14.63
Forfeited	(66	)	13.11
Nonvested time-based shares at June 30, 2015	267,968		$	14.02
Granted	1,480		10.02
Vested	(1,509	)	14.15
Forfeited	(6,624	)	14.35
Nonvested time-based shares at September 30, 2015	261,315		$	13.99

Total compensation expense related to grants of nonvested time-based RSUs was $0.4 million in each of the three-month periods ended September 30, 2015 and 2014, and $1.2 million and $1.4 million, for the nine-month periods ended September 30, 2015 and 2014, respectively. Compensation expense is recorded in General and administrative in the Company's Consolidated Statements of Comprehensive (Loss) Income.

Performance-Based Restricted Stock Unit Awards

A performance-based RSU award provides the participant with the right to receive a number of shares of the Company's common stock depending on achievement of specific measurable performance criteria. The number of shares earned is determined at the end of each performance period, generally three years, based on the actual performance criteria predetermined by the Compensation Committee at the time of grant. In the period that it becomes probable that the performance criteria will be achieved, the Company recognizes expense for the proportionate share of the total fair value of the grant related to the vesting period that has already lapsed. The remaining cost of the grant is expensed over the balance of the vesting period.

The Company has granted performance-based RSU awards under the Plans. The payouts of the awards are dependent upon three distinct components with five separate sub-targets. Two of the sub-targets are market-based and equity classified; one sub-target is market-based and liability classified; and two sub-targets are performance-based and equity classified. The market-based sub-targets are valued using a Monte Carlo simulation valuation model on the date of grant. The fair value of the liability classified sub-target is remeasured each reporting period. The existence of a market condition requires recognition of compensation cost for the performance RSU awards over the requisite period regardless of whether the market condition is satisfied. Total compensation expense, included within General and administrative in the Company's Consolidated Statements of Comprehensive (Loss) Income, related to grants of performance-based RSUs for the three-month periods ended September 30, 2015 and 2014 was $0.3 million and $0.2 million, respectively, and for the nine-month periods ended September 30, 2015 and 2014, was $1.0 million and $0.8 million, respectively.

Performance-based RSU awards are not entitled to any dividend equivalents with respect to the RSUs unless otherwise determined by the Board, nor any dividends on stock that may be delivered in settlement of the RSUs unless and until the stock is issued in settlement of the RSUs.

Nonvested performance-based RSU activity during the first nine months of 2015 is detailed in the following table:



	Nonvested Shares		Weighted-Average Grant-Date Fair Value
Nonvested performance-based RSUs at January 1, 2015	214,236		$	15.69
Granted *	170,078		14.92
Vested	—
Forfeited *	(2,071	)	15.34
Nonvested performance-based RSUs at March 31, 2015	382,243		$	15.35
No activity	—
Nonvested performance-based RSUs at June 30, 2015	382,243		$	15.35
Forfeited	(2,966	)	$	15.34
Nonvested performance-based RSUs at September 30, 2015	379,277		$	12.28

* The number of performance-based RSUs granted and forfeited is based on the target award amounts in the related performance-based RSU grant agreements.

The following table presents the compensation expense of the nonvested RSUs outstanding at September 30, 2015, to be recognized over the remaining vesting periods:



(In thousands)	Time-based shares		Performance -based shares
Remaining 2015	$	426	$	384
2016	1,516		1,536
2017	628		824
2018	8		—
Total	$	2,578	$	2,744