Stockholders’ Equity

Stock Repurchase Programs

In February 2008, the Company’s Board of Directors authorized its most recent stock repurchase program whereby the Company may purchase up to 1,500,000 shares of its common stock, subject to terms of the Company’s credit agreement. The shares may be repurchased from time-to-time in the open market and the repurchase program may be discontinued at any time at the Company’s discretion.

During the years ended December 31, 2016, 2015 and 2014, the Company did not repurchase any shares of its Common Stock under its February 2008 Board authorization.

As of December 31, 2016, the Company may purchase up to an additional 942,443 shares of Common Stock under the February 2008 Board authorization, subject to certain conditions in the Company's new Credit Agreement. The Company may repurchase up to an aggregate amount not to exceed $2.5 million in any fiscal year, or an unlimited amount if the Company meets certain conditions as described in its new Credit Agreement.

Share-Based Payments

2014 Omnibus Incentive Plan

The Company's 2014 Omnibus Incentive Plan (2014 Plan) provides for the issuance of stock options, stock appreciation rights, restricted stock, performance shares, and performance-based cash awards that may be granted with the intent to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code, and other stock-based awards, all as defined by the 2014 Plan, to eligible employees, consultants and non-employee Directors. The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2014 Plan or with respect to which awards may be granted may not exceed 4,100,000 shares, which may be either authorized and unissued common stock or common stock held in or acquired for the treasury of the Company.

Under the 2014 Plan, the Compensation Committee of the Company’s Board of Directors (the Committee), has the discretion to determine the terms of the awards at the time of the grant provided, however, that in the case of stock options and stock appreciation rights (share options): 1) the exercise price per share of the award is not less than 100% (or, in the case of 10% or more stockholders, the exercise price of the incentive stock options (ISOs) granted may not be less than 110%) of the fair market value of the common stock at the time of the grant; and 2) the term of the award will be no more than 10 years after the date the option is granted (or, shall not exceed five years, in the case of a 10% or more stockholder). In the case of restricted stock, the purchase price may be zero to the extent permitted by applicable law.

Restricted stock awards granted under the Company’s 2014 Plan entitle the holder to receive, at the end of a vesting period, a specified number of shares of the Company’s common stock. Share-based compensation expense is measured by the market value of the Company’s stock on the date of grant. The shares vest ratably over a three to four year period ending on the anniversary date of the grant. There is no partial vesting and any unvested portion is forfeited.

During the year ended December 31, 2016, 246,020 of restricted stock awards and 202,442 of performance stock awards were granted under the 2014 Plan to the Company's non-employee Directors and management team. In 2015, the Company changed the timing of its annual grants to management from June to March. Pursuant to the 2014 Plan, the number of target shares that are issued for performance-based stock awards are determined based on the level of attainment of the targets. If the minimum level of performance is attained for the 2016 awards, restricted stock will be issued with a vesting date of December 31, 2018, subject to the employee’s continuing employment. During the first quarter of 2016, the Committee approved a 100% level of attainment for the 2015 performance-based share awards, resulting in the issuance of 148,178 performance shares that will vest on December 31, 2017.

The following table summarizes restricted stock awards and performance stock awards activity issued under the 2014 Plan for the year ended December 31, 2016:



	Restricted Stock Awards				Performance Stock Awards
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Target Shares		Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2016	586,488		$	7.82	234,138		$	9.81
Granted	246,020		$	12.01	202,442		$	11.63
Vested	(272,597	)	$	7.06	(79,636	)	$	5.82
Forfeited	(27,617	)	$	11.11	(24,852	)	$	11.75
Unvested restricted stock awards, December 31, 2016	532,294		$	9.98	332,092		$	11.73

As of December 31, 2016, the Company had approximately $3.0 million pre-tax of total unrecognized compensation cost related to non-vested restricted stock awards which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a weighted average period of 1.82 years. The fair value of shares vested was approximately $4.3 million, $3.9 million, and $2.3 million for the years ended December 31, 2016, 2015, and 2014, respectively.

As of December 31, 2016, the Company had approximately $1.0 million pre-tax of total unrecognized compensation cost related to performance stock awards which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a weighted average period of 1.54 years, the remaining service period. The fair value of shares vested was approximately $1.2 million for the year ended December 31, 2016, the first year these awards began to vest.

During the years ended December 31, 2016, 2015, and 2014, the Company did not issue stock options or stock appreciation rights. The following table represents information about stock options and stock appreciation rights exercised in each year.



	Year Ended December 31,
	2016		2015		2014
	(amounts in thousands)
Total intrinsic value of options exercised	$	1,323	$	1,610	$	695

The stock appreciation rights can only be settled with stock or cash, at the discretion of the Committee. The stock appreciation rights vest 25% per year over a 4 year period and expire after 7 years. The Company’s policy is to issue new shares from its authorized but unissued balance of common stock outstanding or shares of common stock reacquired by the Company if stock appreciation rights are settled with stock.

The Company recorded compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Due to the adoption of the 2014 Plan (previously titled the 2007 Stock Incentive Plan), no further grants have been issued under the Company’s 1999 Plans referred to below.

1999 Stock Option Plan and Equity Participation Plan

On December 16, 1999, the Company’s Board of Directors approved the 1999 Stock Option Plan and Equity Participation Plan (collectively, the 1999 Plans), which was amended and restated on October 25, 2001 and provided for the issuance of ISOs and non-qualified stock options to eligible employees and non-employee directors for the purchase of up to 4,398,001 shares of common stock.

The following table summarizes the Company’s activities with respect to all of its share option plans (issued under the 2014 Plan and the 1999 Plan) for the year ended December 31, 2016:



	Number of Shares		Option Price	Weighted Average Exercise Price	Weighted- Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (amounts in thousands)
Share options outstanding at beginning of year	395,625		$4.16-$22.50	$6.28
Granted	—		—	—
Exercised	(195,312	)	$4.35-$8.56	$6.08
Forfeited/expired	(12,100	)	$5.21-$22.50	$17.97
Share options outstanding at end of year	188,213		$4.16-$22.50	$5.72	2.62	$	1,870
Share options exercisable at end of year	137,087		$4.16-$22.50	$5.90	2.33	$	1,341
Share options unvested at end of year	51,126		$4.92-$5.61	$5.26	3.40	$	529

As of December 31, 2016, the Company had 188,213 share options outstanding of which 173,457 were vested or expected to vest at a weighted average exercise price of $5.76, intrinsic value of $1.7 million and a weighted average contractual life of 2.55 years. As of December 31, 2016, the Company had less than $0.1 million pre-tax of total unrecognized compensation cost related to share options which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a period of 0.42 years.