8. STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Preferred Stock

Our Amended and Restated Certificate of Incorporation (the “Restated Certificate”) authorizes the issuance of up to 10,000 shares of preferred stock, $.01 par value per share (the “Preferred Stock”). Under the terms of the Restated Certificate, the Board is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue by a unanimous vote such shares of Preferred Stock in one or more series. Each such series of Preferred Stock shall have such rights, preferences, privileges, and restrictions, including voting rights, dividend rights, redemption privileges, and liquidation preferences, as shall be determined by the Board. There were no preferred shares outstanding at December 31, 2016 or 2015.

Share Repurchase Authorization

In 2001, our Board of Directors authorized the spending of up to $15,000 to repurchase our common stock. We consider block repurchases directly from larger stockholders, as well as open market purchases, in carrying out our ongoing stock repurchase program.

We did not repurchase any shares in the three years ended December 31, 2016. As of December 31, 2016, we have repurchased an aggregate of 1,682 shares for $12,233 under our repurchase program, and the maximum approximate dollar value of shares that may yet be purchased under this program is $2,767. In 2014, our Board of Directors approved a new share repurchase program authorizing up to $15,000 in share repurchases. There is no fixed termination date for this new repurchase program. Purchases may be made in open-market transactions, block transactions on or off an exchange, or in privately negotiated transactions. We intend to complete the 2001 repurchase program before repurchasing shares under the new program. The timing and amount of any share repurchases will be based on market conditions and other factors.

Dividend Payments

The following table summarizes our special cash dividends declared in the three years ended December 31, 2016:


	2016		2015		2014
Dividend per share	$	0.34	$	0.40	$	0.40
Stockholder record date		12/30/2016		12/29/2015		12/01/2014
Total dividend	$	9,041	$	10,591	$	10,527
Payment date		1/12/2017		1/12/2016		12/15/2014

The dividends paid in January 2016 and 2017 were included in accrued expenses and other liabilities at December 31, 2015 and 2016, respectively. We have no current plans to pay additional cash dividends on our common stock in the foreseeable future, and declaration of any future cash dividends will depend upon our financial position, strategic plans, and general business conditions.

Equity Compensation Plan Descriptions

In November 1997, the Board adopted and our stockholders approved the 1997 Stock Incentive Plan (the “1997 Plan”). Under the terms of the 1997 Plan, we were authorized, for a ten-year period, to grant stock options, nonvested stock, and other stock-based awards. The 1997 Plan expired in November 2007. Under such plan, options to purchase 107 shares remained outstanding as of December 31, 2016.

In 2007, the Board adopted and our stockholders approved the 2007 Stock Incentive Plan. In 2010, the Board adopted and our stockholders approved the Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”), which among other things, extended the term of the 2007 Plan to 2020. In May 2016, our stockholders approved an amendment to the 2007 Plan, which authorized the issuance of 1,700 shares of common stock. Under the terms of the 2007 Plan, we are authorized for a ten-year period to grant options, stock appreciation rights, nonvested stock, nonvested stock units, and other stock-based awards to employees, officers, directors, and consultants. As of December 31, 2016, there were 194 shares eligible for future grants under the 2007 Plan.

1997 Employee Stock Purchase Plan

In November 1997, the Board adopted and our stockholders approved the 1997 Employee Stock Purchase Plan (the “Purchase Plan”). The Purchase Plan authorizes the issuance of common stock to participating employees. Under the Purchase Plan, as amended, our employees are eligible to purchase company stock at 95% of the purchase price as of the last business day of each six-month offering period. An aggregate of 1,138 shares of common stock has been reserved for issuance under the Purchase Plan, of which 1,067 shares have been purchased.

Accounting for Share-Based Compensation

We measure the grant date fair value of equity awards given to employees and recognize that cost, adjusted for forfeitures, over the period that services are performed. We value grants with multiple vesting periods as a single award, estimate expected forfeitures based upon historical patterns of employee turnover, and record share-based compensation as a component of SG&A expenses. In 2014 and 2016, we granted nonvested stock units. No equity awards were granted in 2015, however, in previous years both nonvested stock awards and stock options were granted.

We employ the Black-Scholes option valuation model to assess the grant date fair value of each option grant. The application of this model requires certain key input assumptions, including expected volatility, option term, and risk-free interest rates. Expected volatility is based on the historical volatility of our common stock. The expected term of an option grant is estimated using the historical exercise behavior of employees and directors. The risk‑free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve that corresponds most closely to the stock option’s expected average life.

The following table summarizes the components of share-based compensation recorded as expense for the three years ended December 31, 2016:


	2016		2015		2014
Nonvested units	$	1,049	$	994	$	946
Stock options		—		—		(17)
Pre-tax compensation expense		1,049		994		929
Tax benefit		(420)		(398)		(355)
Net effect on net income	$	629	$	596	$	574

We have historically settled stock option exercises with newly issued common shares. The intrinsic value of options exercised in 2016, 2015, and 2014 was $156, $553, and $732, respectively. The following table sets forth our stock option activity in 2016:


				Weighted
				Average
		Weighted		Remaining	Aggregate
		Average		Contractual	Intrinsic
	Options	Exercise Price		Term (Years)	Value
Outstanding, January 1, 2016	168	$	11.24	2.39	$	1,911
Exercised	(11)		13.13
Outstanding, December 31, 2016	157	$	11.12	1.44	$	2,670
Vested and expected to vest	157	$	11.12	1.44	$	2,670

In 2014 and 2016, we issued nonvested stock units that settle in stock and vest over periods up to fifteen years. No awards were issued in 2015. Recipients of nonvested stock units do not possess stockholder rights. The fair value of nonvested stock units is based on the end of day market value of our common stock on the grant date. The following table summarizes our nonvested stock unit activity in 2016:


	Nonvested Stock Units
		Weighted-Average
		Grant Date
	Shares	Fair Value
Nonvested at January 1, 2016	383	$	16.45
Granted	117		24.72
Vested	(90)		12.62
Canceled	(56)		21.62
Nonvested at December 31, 2016	354		19.34

The weighted-average grant-date fair value of nonvested stock units granted in 2014 was $22.50. No awards were granted in 2015. The total fair value of nonvested stock units that vested in 2016, 2015, and 2014 was $2,348, $2,287, and $1,854, respectively. Unearned compensation cost related to the nonvested portion of outstanding nonvested stock units was $6,037 as of December 31, 2016, and is expected to be recognized over a weighted-average period of approximately 7.7 years.

Stock Equivalent Units

We have also issued stock equivalent units, (“SEUs”), which settle in cash and vest ratably over four years. The fair value of these liability awards is based on the closing market price of our common stock, and is remeasured at the end of each reporting period until the SEUs vest. We report the compensation as a component of SG&A expense and the related liability as accrued payroll on the consolidated balance sheets.


	2016		2015		2014
Units issued		23		95		99
Compensation expense	$	1,973	$	2,054	$	1,428