Stock-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

2009 Employee Stock Purchase Plan

During 2019, we registered an additional 1,500,000 shares to the 2009 Employee Stock Purchase Plan (the “2009 ESPP”), now allowing for the issuance of 3,000,000 shares of our Class A common stock. The 2009 ESPP is intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended, and is administered by the Compensation Committee of the Board of Directors.

Eligible employees are entitled to defer up to 10% of their base pay for the purchase of stock, up to $25,000 of fair market value of our Class A common stock annually. The purchase price is equal to 85% of the fair market value at the end of the purchase period.

Following is information regarding our 2009 ESPP:



Year Ended December 31,	2019
Shares purchased pursuant to 2009 ESPP	112,138
Weighted average per share price of shares purchased	$	101.03
Weighted average per share discount from market value for shares purchased	$	17.83

As of December 31,	2019
Shares available for purchase pursuant to 2009 ESPP	1,526,505

Compensation expense related to our 2009 ESPP is calculated based on the 15% discount from the per share market price on the date of grant.

2013 Stock Incentive Plan

Our 2013 Stock Incentive Plan, as amended, (the “2013 Plan”) allows for the grant of a total of 3.8 million shares in the form of stock appreciation rights, qualified stock options, nonqualified stock options, restricted share awards and restricted stock unit awards (“RSUs”) to our officers, key employees, directors and consultants. The 2013 Plan is administered by the Compensation Committee of the Board of Directors and permits accelerated vesting of outstanding awards upon the occurrence of certain changes in control. As of December 31, 2019, 1,100,660 shares of Class A common stock were available for future grants. As of December 31, 2019, there were no stock appreciation rights, qualified stock options, nonqualified stock options or restricted share awards outstanding.

Restricted Stock Unit Awards

RSU grants vest over a period of time up to four years from the date of grant. RSU activity was as follows:



	RSUs		Weighted average grant date fair value
Balance, December 31, 2018	409,865		$	99.72
Granted	288,761		75.73
Vested	(117,873	)	92.00
Forfeited	(84,071	)	87.53
Balance, December 31, 2019	496,682		90.00

We granted 67,152 time-vesting RSUs to members of our Board of Directors and employees in 2019. Each grant entitles the holder to receive shares of our Class A common stock upon vesting. A portion of the RSUs vest over four years, beginning on the second anniversary of the grant date, for employees and vests quarterly for our Board of Directors, over their service period.

Certain key employees were granted 221,609 performance and time-vesting RSUs in 2019. Of these, 167,808 shares were earned based on attaining various target levels of operational performance. Based on the levels of performance achieved in 2019, a weighted average attainment level of 75.7% for these RSUs was met. These RSUs will vest over four years from the grant date.

Stock-Based Compensation

As of December 31, 2019, unrecognized stock-based compensation related to outstanding, but unvested RSUs was $14.2 million, which will be recognized over the remaining weighted average vesting period of 2.2 years.

Certain information regarding our stock-based compensation was as follows:



Year Ended December 31,	2019		2018		2017
Per share intrinsic value of non-vested stock granted	$	75.73	$	86.84	$	99.24
Weighted average per share discount for compensation expense recognized under the 2009 ESPP	17.83		13.10		15.20
Fair value of non-vested stock that vested during the period (in millions)	92.0		92.0		69.6
Stock-based compensation recognized in Consolidated Statements of Operations, as a component of selling, general and administrative expense (in millions)	16.2		13.4		11.3
Tax benefit recognized in Consolidated Statements of Operations (in millions)	2.7		3.5		3.5
Cash received from options exercised and shares purchased under all share-based arrangements (in millions)	11.3		10.6		7.8
Tax deduction realized related to stock options exercised (in millions)	9.8		9.0		9.0