The Company’s compensation committee may grant various equity-based and partnership awards, including RSUs, restricted stock, stock options, LPUs and exchange rights for shares of BGC Class A common stock upon exchange of LPUs. Upon vesting of RSUs, issuance of restricted stock, exercise of employee stock options and redemption of LPUs, the Company generally issues new shares of BGC Class A common stock.

On June 22, 2016, at the annual meeting of stockholders of the Company, the stockholders approved the Seventh Amended and Restated Long Term Incentive Plan to increase from 350 million to 400 million the aggregate number of shares of BGC Class A common stock of the Company that may be delivered or cash-settled pursuant to awards granted during the life of the Equity Plan. As of September 30, 2019, the limit on the aggregate number of shares authorized to be delivered allowed for the grant of future awards relating to 144.6 million shares. On June 6, 2017, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the Company’s Second Amended and Restated Incentive Bonus Compensation Plan to approve the material terms of the performance goals under the Incentive Plan for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended, including an amendment to those performance goals in order to broaden the stock price performance goal to include dividends and/or total stockholder return.

A summary of the activity associated with LPUs awarded to BGC employees is as follows:

	BGC Units			Newmark Units
Balance at December 31, 2018		79,729,188			22,113,105
Granted		37,119,394			611,637
Redeemed units		(12,913,487	)		(592,362	)
Forfeited units/other		(4,064,102	)		(7,118,992	)
Balance at September 30, 2019		99,870,993			15,013,388

During the three months ended September 30, 2019, exchangeability was granted on 0.3 million and 0.1 million LPUs in BGC and Newmark Holdings, respectively. During the nine months ended September 30, 2019, exchangeability was granted on 0.6 million and 0.2 million LPUs in BGC Holdings and Newmark Holdings, respectively. During the three months ended September 30, 2018, exchangeability was granted on 1.0 million and 0.5 million LPUs in BGC Holdings and Newmark Holdings, respectively. During the nine months ended September 30, 2018, exchangeability was granted on 7.2 million and 3.4 million LPUs in BGC Holdings and Newmark Holdings, respectively. The Company incurred non-cash compensation expense related to LPUs of $3.0 million and $4.9 million for the three and nine months ended September 30, 2019, respectively. The Company incurred non-cash compensation expense related to LPUs of $11.3 million and $82.2 million for the three and nine months ended September 30, 2018, respectively. This expense is included within “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited condensed consolidated statements of operations.

In addition, during the three months ended September 30, 2019, 4.4 million and 0.1 million LPUs in BGC Holdings and Newmark Holdings, respectively, were redeemed in connection with the grant of BGC or Newmark shares. During the nine months ended September 30, 2019, 9.9 million and 0.3 million LPUs in BGC Holdings and Newmark Holdings, respectively, were redeemed in connection with the grant of BGC or Newmark shares. During the three and nine months ended September 30, 2019, the Company incurred expenses of $21.3 million and $48.4 million, respectively, relating to this activity. During the three and nine months ended September 30, 2018, there were no redemptions in connection with which BGC or Newmark granted shares to an employee. This expense is included within “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited condensed consolidated statements of operations.

As of September 30, 2019 and December 31, 2018, the number of share-equivalent LPUs exchangeable into shares of BGC Class A common stock at the discretion of the unit holder was 2.7 million and 3.9 million, respectively.

As of September 30, 2019, the notional value of the BGC LPUs with a post-termination pay-out amount held by executives and non-executive employees, awarded in lieu of cash compensation for salaries, commissions and/or discretionary or guaranteed bonuses, was $10.0 million. The number of outstanding LPUs with a post-termination pay-out represent 0.3 million LPUs in BGC Holdings of which approximately 57 thousand units in BGC Holdings were unvested. As of September 30, 2019, the aggregate estimated fair value of these LPUs was approximately $5.0 million. As of September 30, 2019, the notional value of the Newmark LPUs with a post-termination pay-out amount held by executives and non-executive employees, awarded in lieu of cash compensation for salaries, commissions and/or discretionary or guaranteed bonuses, was $1.0 million. The number of outstanding LPUs with a post-termination pay-out represent 127 thousand LPUs in Newmark Holdings, of which approximately 69 thousand units in Newmark Holdings were unvested. As of September 30, 2019, the aggregate estimated fair value of these LPUs was $0.2 million.

As of December 31, 2018, the notional value of the BGC LPUs with a post-termination pay-out amount held by executives and non-executive employees, awarded in lieu of cash compensation for salaries, commissions and/or discretionary or guaranteed bonuses, was $10.0 million. As of December 31, 2018, the aggregate estimated fair value of these LPUs was $4.8 million. The number of outstanding LPUs with a post-termination pay-out as of December 31, 2018 was 0.3 million, of which 0.1 million were unvested. As of December 31, 2018, the number of outstanding LPUs with a post-termination pay-out represent 0.3 million and 0.2 million of LPUs in BGC Holdings and Newmark Holdings, respectively, of which approximately 68 thousand and 31 thousand units in BGC Holdings and Newmark Holdings, respectively, were unvested. The liability for LPUs with a post-termination payout held by executives and non-executive employees is included in “Accrued compensation” on the Company’s unaudited condensed consolidated statements of financial condition.

Certain of the LPUs with a post-termination pay-out have been granted in connection with the Company’s acquisitions. As of September 30, 2019 and December 31, 2018, the aggregate estimated fair value of these acquisition-related LPUs was $3.4 million and $3.6 million, respectively. The liability for such acquisition-related LPUs is included in “Accounts payable, accrued and other liabilities” on the Company’s unaudited condensed consolidated statements of financial condition.

During 2019, BGC granted exchange rights on certain LPUs that provide BGC employees with the option to exchange such LPUs into LPUs with a capital balance (HDUs) within BGC Holdings that have a post-termination payout. As of September 30, 2019, the notional value of these LPUs held by BGC employees was $5.0 million. The number of outstanding LPUs represent 0.8 million units in BGC Holdings. As of September 30, 2019, the aggregate estimated fair value of these LPUs was approximately $4.8 million, which is included in “Accrued compensation” on the Company’s unaudited condensed consolidated statements of financial condition.

Compensation expense related to LPUs with a post-termination pay-out amount or a stated vesting schedule is recognized over the stated service period. These units generally vest between three and five years from the date of grant. The Company recognized compensation expense (benefit) related to these LPUs of $(0.1) million and $1.2 million for the three months ended September 30, 2019 and 2018, respectively. The Company recognized compensation expense (benefit) related to these LPUs of $(0.6) million and $0.6 million for the nine months ended September 30, 2019 and 2018, respectively. This expense is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited condensed consolidated statements of operations.

Compensation expense related to LPUs with a stated vesting schedule that do not receive quarterly allocations of net income is recognized over the stated service period. These units generally vest between two and five years from the date of grant. The Company recognized compensation expense related to these LPUs of $4.3 million and $0.7 million for the three months ended September 30, 2019 and 2018, respectively. The Company recognized compensation expense related to these LPUs of $18.5 million and $1.0 million for the nine months ended September 30, 2019 and 2018, respectively. This expense is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited condensed consolidated statements of operations.

Certain LPUs generally receive quarterly allocations of net income, which are cash distributed on a quarterly basis and generally contingent upon services being provided by the unit holders. The allocation of income to LPUs and FPUs was $10.3 million and $20.7 million for the three months ended September 30, 2019 and 2018, respectively. The allocation of income to LPUs and FPUs was $19.6 million and $32.6 million for the nine months ended September 30, 2019 and 2018, respectively. This expense is included within “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited condensed consolidated statements of operations.

A summary of the activity associated with RSUs held by BGC employees is as follows:

	Restricted Stock Units			Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Contractual Term (Years)
Balance at December 31, 2018		928,713		$	10.83		1.75
Granted		3,705,771			4.61
Delivered units		(414,530	)		10.20
Forfeited units		(174,559	)		6.36
Balance at September 30, 2019		4,045,395		$	5.39		2.73

The fair value of RSUs awarded to employees and directors is determined on the date of grant based on the market value of BGC Class A common stock (adjusted if appropriate based upon the award’s eligibility to receive dividends), and is recognized, net of the effect of estimated forfeitures, ratably over the vesting period. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for both employee and director RSUs. Each RSU is settled in one share of BGC Class A common stock upon completion of the vesting period.

During the three months ended September 30, 2019 and 2018, the Company granted 0.3 million and 0.1 million, respectively, of RSUs with aggregate estimated grant date fair values of $1.2 million and $1.0 million, respectively, to employees and directors. During the nine months ended September 30, 2019 and 2018, the Company granted 3.7 million and 0.5 million, respectively, of RSUs with aggregate estimated grant date fair values of $17.1 million and $5.7 million, respectively, to employees and directors. These RSUs were awarded in lieu of cash compensation for salaries, commissions, fees, and/or discretionary or guaranteed bonuses. RSUs granted to these individuals generally vest over a two to four year period.

For RSUs that vested during the three months ended September 30, 2019 and 2018, the Company withheld shares valued at $36 thousand and $0.1 million, respectively, to pay taxes due at the time of vesting. For RSUs that vested during the nine months ended September 30, 2019 and 2018, the Company withheld shares valued at $0.5 million and $1.5 million, respectively, to pay taxes due at the time of vesting.

As of September 30, 2019 and December 31, 2018, the aggregate estimated grant date fair value of outstanding RSUs was $21.8 million and $10.1 million, respectively.

Compensation expense related to RSUs was $1.6 million and $1.0 million for the three months ended September 30, 2019 and 2018, respectively. Compensation expense related to RSUs was $5.3 million and $3.6 million for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, there was $18.2 million of total unrecognized compensation expense related to unvested RSUs.

The Company has granted restricted shares under its Equity Plan. Such restricted shares are generally saleable by partners in five to ten years. Partners who agree to extend the length of their employment agreements and/or other contractual modifications sought by the Company are expected to be able to sell their restricted shares over a shorter time period. Transferability of the shares of restricted stock is not subject to continued employment or service with the Company or any affiliate or subsidiary of the Company; however, transferability is subject to compliance with BGC Partners’ and its affiliates’ customary noncompete obligations. During the nine months ended September 30, 2019, 22 thousand BGC shares were forfeited in connection with this clause. During the nine months ended September 30, 2018, 194 thousand BGC shares were forfeited in connection with this clause. During both the nine months ended September 30, 2019 and 2018, the Company released the restrictions with respect to 1.2 million of such restricted BGC shares. As of September 30, 2019, there were 6.4 million of such restricted BGC shares outstanding.

The Company maintains a deferred cash award program, which provides for the grant of deferred cash incentive compensation to eligible employees. The Company may pay certain bonuses in the form of deferred cash compensation awards, which generally vest over a future service period. The total compensation expense recognized in relation to the deferred cash compensation awards was $0.6 million and $1.5 million for the three months ended September 30, 2019 and 2018, respectively. The total compensation expense recognized in relation to the deferred cash compensation awards was $1.2 million and $3.8 million for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, the total liability for the deferred cash compensation awards was $6.0 million, which is included in “Accrued compensation” on the Company’s unaudited condensed consolidated statements of financial condition. Total unrecognized compensation cost related to deferred cash compensation, prior to the consideration of forfeitures, was $4.8 million and is expected to be recognized over a weighted-average period of 2.20 years.