NOTE 12 STOCK BASED COMPENSATION PLANS

Incentive Stock Plans

On January 12, 2012, the Company adopted the Rouse Properties, Inc. 2012 Equity Incentive Plan (the "Equity Plan"). On February 26, 2015, the Company's Board of Directors approved an amendment ("Plan Amendment") to the Equity Plan increasing the total number of shares available for issuance. On May 8, 2015, the Plan Amendment was approved by the Company's stockholders.

Stock Options

Pursuant to the Equity Plan, the Company granted stock options to certain employees of the Company. The vesting terms of these grants are specific to the individual grant. In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions). In the event that a participating employee ceases to be employed by the Company, any options that have not vested will generally be forfeited. Stock options generally vest annually over a five year period.

The following tables summarize stock option activity for the Equity Plan for the three months ended March 31, 2016 and 2015:



	2016			2015
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Stock options outstanding at January 1,	3,490,421		$16.40	3,313,869		$15.89
Granted	—		—	857,000		17.18
Exercised	(18,567	)	16.34	(34,248	)	15.11
Forfeited	(6,180	)	15.95	(32,209	)	17.18
Expired	—		—	—		—
Stock options outstanding at March 31,	3,465,674		$16.30	4,104,412		$16.16



	Stock Options Outstanding ⁽¹⁾
Issuance	Shares	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price
March 2012	1,101,160	6.00	$14.72
August 2012	36,400	6.42	13.75
October 2012	276,623	6.58	14.47
February 2013	520,360	6.92	16.48
February 2014	596,400	7.92	18.40
July 2014	25,291	8.33	17.20
February 2015	709,440	8.92	17.18
March 2015	200,000	9.08	17.98
Stock options outstanding at March 31, 2016	3,465,674	7.31	$16.30

Explanatory Note:

⁽¹⁾As of March 31, 2016, 1,792,875 stock options are fully vested and are currently exercisable. As of March 31, 2016, the intrinsic value of these options was $4.7 million, and such stock options had a weighted average exercise price of $15.74 and a weighted average remaining contractual term of 6.8 years.

The Company recognized $0.5 million in compensation expense related to the stock options for each of the three months ended March 31, 2016 and 2015, which is recorded in "General and administrative" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

Restricted Stock

Pursuant to the Equity Plan, the Company granted restricted stock to certain employees and non-employee directors. The vesting terms of these grants are specific to the individual grant, and are generally three to four year periods. In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions). In the event that a participating employee ceases to be employed by the Company, any shares that have not vested will generally be forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest.

The following table summarizes restricted stock activity for the three months ended March 31, 2016 and 2015:



	2016			2015
	Shares		Weighted Average Grant Date Fair Value	Shares		Weighted Average Grant Date Fair Value
Non-vested restricted stock grants outstanding at January 1,	72,484		$16.97	205,731		$15.45
Granted	169,910		17.26	53,550		17.18
Forfeited	—		—	—		—
Vested	(37,251	)	16.87	(113,342	)	14.99
Non-vested restricted stock grants outstanding at March 31,	205,143		$17.23	145,939		$16.21

The weighted average remaining contractual term (in years) of granted, non-vested restricted stock awards as of March 31, 2016 was 1.8 years.

The Company recognized $0.3 million and $0.4 million in compensation expense related to restricted stock for the three months ended March 31, 2016 and 2015, respectively, which is recorded in "General and administrative" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

Other Disclosures

As of March 31, 2016, there was $8.1 million of total unrecognized compensation expense related to all nonvested options and restricted stock grants. Of this total, $2.7 million in 2016, $2.6 million in 2017, $2.0 million in 2018, $0.7 million in 2019 and $0.1 million in 2020 will be recognized, respectively, in "General and administrative" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, and actual forfeiture rates differing from estimated forfeiture rates.