STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM

Stock and Incentive Plans

The Company has outstanding stock-based compensation awards that were granted by the Compensation and Organizational Development Committee (the “Compensation Committee”) of Holdings’ board of directors (the "Board") under the following two stock-based employee compensation plans:


•	the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the "2015 Stock Plan") amended and adopted in May 2015, formerly the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the “2011 Stock Plan”) adopted in March 2011; and


•	the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan adopted in March 2007 (as amended, the “2007 Stock Plan”).

Both plans have provisions allowing for the granting of stock options, restricted stock and other stock-based awards and are available to eligible employees, directors, consultants or advisers as determined by the Compensation Committee. The Company will not grant any additional awards under the 2007 Stock Plan. Up to 11.5 million shares of common stock may be issued under the 2015 Stock plan (subject to adjustment to reflect certain transactions and events specified in the 2015 Stock Plan for any award grant), of which 7.1 million shares remain available for issuance as of March 31, 2016.

The following table sets forth a summary of all stock-based compensation awards outstanding under all plans:



	March 31, 2016	December 31, 2015
	(in thousands)
Time-based stock options	1,288	688
Time-based restricted stock awards	322	194
Performance-based restricted stock awards	141	141
Market-based restricted stock awards	167	—
Total	1,918	1,023

Stock-Based Compensation Activity

During the three months ended March 31, 2016, the Company granted the following stock-based compensation awards:



	March 31, 2016
	(in thousands)
Time-based stock options	629
Time-based restricted stock awards	194
Market-based restricted stock awards	167
Total	990

Time-based stock options vest 25% per year over a period of four years and the fair value was determined using the Black-Scholes model. Key assumptions used for the options granted during the quarter include a dividend yield between 2.31% and 3.06%, an expected term of 6.3 years, volatility of 30.7%, and a risk-free rate between 1.32% and 1.90%. Time-based restricted stock awards vest one-third per year over a period of three years.

Market-based awards vest at the end of a three-year period based upon total shareholder return compared with that of a selected group of peer companies. Total shareholder return is defined as share price appreciation plus the value of dividends paid during the three-year vesting period. Fair value of these awards was determined using a Monte Carlo simulation, which requires various inputs and assumptions, including the Company's common stock price. Compensation cost for these awards is recognized regardless of whether the market condition is achieved. Vested shares may range from 0% to 200% of the original target. Key assumptions used in the Monte Carlo simulation for the awards granted during the quarter include peer group volatility of 34.2% and a risk-free rate of 0.89%.

The awards granted during the quarter will result in compensation expense of $14.1 million, net of expected forfeitures, over the requisite service period assuming the market-based awards vest at 100% of the original target award.

The Company recognized $1.4 million and $1.3 million of total non-cash stock-based compensation expense for the three months ended March 31, 2016 and 2015, respectively. At March 31, 2016, there was approximately $22.5 million of total unrecognized compensation cost related to non-vested stock-based compensation for all awards previously made that are expected to be recognized over a weighted average period of approximately 1.8 years.

Share Repurchase Program

In August 2015, the Board approved a $500.0 million multi-year repurchase program in addition to the $500.0 million multi-year program approved in August 2014, bringing the aggregate share repurchase program to $1.0 billion of Holdings' common stock. Holdings repurchased $218.9 million of common stock (including $17.9 million purchased that cash settled in April) during the three months ended March 31, 2016 and has utilized $792.0 million of the current repurchase program. As of March 31, 2016, $208.0 million remains available for purchase under the program.