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Stock-Based Compensation
3 Months Ended
Mar. 31, 2017
Share Based Compensation [Abstract]  
Stock-Based Compensation

Note 3. Stock-Based Compensation

The Company has authorized common stock of 100,000,000 shares, par value $0.00001 per share.

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Total stock-based compensation expense recognized was $1.7 million and $1.5 million for the three months ended March 31, 2017 and 2016, respectively. These amounts are included in corporate expenses in the Company’s consolidated statements of operations. We recognized a reduction in income tax expense of $0.1 million and $0.4 million for the three months ended March 31, 2017 and 2016, respectively, for excess tax benefits related to stock-based compensation.

The Board of Directors (“BOD”) adopted the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (“2015 Plan”) on January 23, 2015 and our shareholders subsequently approved the adoption of the 2015 Plan on June 23, 2015. The Plan permits the granting of stock options, including incentive stock options (“ERI Stock Options”), stock appreciation rights, restricted stock or restricted stock units (“RSUs”), performance awards, and other stock-based awards and dividend equivalents. ERI Stock Options primarily vest ratably over three years and RSUs granted to employees and executive officers primarily vest and become non-forfeitable upon the third anniversary of the date of grant. RSUs granted to non-employee directors vest immediately and are delivered upon the date that is the earlier of termination of service on the BOD or the consummation of a change of control of the Company. The performance awards relate to the achievement of defined levels of performance and are generally measured over a one or two-year performance period depending upon the award agreement. If the performance award levels are achieved, the awards earned will vest and become payable at the end of the vesting period, defined as either a one or two calendar year period following the performance period. Payout ranges are from 0% up to 200% of the award target.

On January 27, 2017, the Company granted 298,761 RSUs to executive officers and key employees, and 46,282 RSUs to non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $15.50 per unit which was the NASDAQ closing price on that date. An additional 2,982 RSUs were also granted to key employees during the three months ended March 31, 2017.

A summary of the RSU activity for the three months ended March 31, 2017 is as follows:

 

 

 

 

 

 

Weighted-Average

 

 

Weighted-Average

 

 

 

 

 

 

 

Equity

 

 

Grant Date

 

 

Remaining

 

Aggregate

 

 

 

Awards

 

 

Fair Value

 

 

Contractual Life

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in millions)

 

Unvested outstanding as of December 31, 2016

 

 

982,370

 

 

$

6.45

 

 

1.41

 

$

6.33

 

Granted

 

 

348,025

 

(1)

 

 

15.50

 

 

 

 

 

 

 

 

Vested

 

 

(69,906

)

 

 

12.19

 

 

 

 

 

 

 

 

Unvested outstanding as of March 31, 2017

 

 

1,260,489

 

 

$

 

8.63

 

 

1.58

 

$

 

10.87

 

 

(1)

Includes 100,581 of performance awards at 100% of target and 247,444 time-based awards at 100% of target.

As of March 31, 2017, the Company had approximately $6.2 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of approximately 1.58 years.

During the three months ended March 31, 2016, the Company’s chief operating officer terminated employment and the chief financial officer retired. In conjunction with the termination and retirement, unvested RSUs totaling 167,511, which were outstanding as of December 31, 2015, immediately vested representing an additional $0.5 million included in stock compensation expense during the first quarter of 2016. Additionally, severance costs totaling $1.4 million were recognized in the first quarter of 2016.

A summary of the ERI Stock Option activity for the three months ended March 31, 2017 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

 

 

 

 

Range of

 

 

Weighted-Average

 

 

Remaining

 

 

Aggregate

 

 

 

Options

 

 

Exercise Prices

 

 

Exercise Price

 

 

Contractual Life

 

 

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in millions)

 

Outstanding and Exercisable as of December 31, 2016

 

 

169,300

 

 

$

2.44

 

-

$

16.27

 

 

$

 

9.94

 

 

 

 

0.86

 

 

$

 

1.2

 

Expired

 

 

(51,700

)

 

$

2.44

 

-

$

3.94

 

 

 

 

2.97

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(25,000

)

 

$

14.79

 

-

$

16.27

 

 

$

 

13.22

 

 

 

 

 

 

 

 

 

 

 

Outstanding and Exercisable as of March 31, 2017

 

 

92,600

 

 

$

3.94

 

-

$

16.27

 

 

$

 

11.55

 

 

 

 

1.03

 

 

$

 

0.5