Our Amended and Restated 2014 Equity Incentive Plan (the “Plan”) provides for grants of equity awards to our executive officers, non-employee directors and employees in order to attract and motivate talent for which we compete. In addition, equity awards are an effective management retention tool as they vest over multiple years based on continued employment. Equity awards are granted in the form of (i) restricted stock and (ii) long-term incentive plan (“LTIP”) units, which represent a class of partnership interests in our Operating Partnership and are typically comprised of performance-based LTIP units, time-based LTIP units and time-based appreciation only LTIP (“AOLTIP”) units. Under the Plan, awards may be granted up to a maximum of 20,892,857 shares, if all awards granted are “full value awards,” as defined, and up to 41,785,714 shares, if all of the awards granted are “not full value awards,” as defined. “Full value awards” are awards that do not require the payment of an exercise price such as restricted stock, time-based LTIP units and performance-based LTIP units. “Not full value awards” are awards that require the payment of an exercise price such as AOLTIP units. As of December 31, 2022, we have 6,135,630 shares available for future grants under the Plan, if all awards granted are full value awards, as defined in the Plan.

The following table summarizes the components of stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020.



	For the Year Ended December 31,
(Amounts in thousands)	2022		2021		2020
Time-based units:
LTIP units	$	8,033	$	8,554	$	10,463
AOLTIP units		3,659		1,885		-
Performance-based LTIP units		6,106		7,023		7,499
Restricted stock		1,205		1,150		1,217
Stock options		-		-		60
Total stock-based compensation expense	$	19,003	$	18,612	$	19,239

We grant our executive officers, non-employee directors and employees LTIP units which vest over a period of three to five years and are subject to a taxable book-up event, as defined. LTIP units are similar to common units of our Operating Partnership in that they are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The LTIP units granted in the years ended December 31, 2022, 2021 and 2020 had grant date fair values of $6,136,000, $8,665,000 and $10,940,000, respectively, which are being amortized into expense on a straight-line basis over the vesting period. As of December 31, 2022, there was $10,525,000 of total unrecognized compensation cost related to unvested LTIP units, which is expected to be recognized over a weighted-average period of 2.3 years. The following table summarizes our LTIP unit activity for the year ended December 31, 2022.


	Units			Weighted-Average Grant-Date Fair Value (per unit)
Unvested as of December 31, 2021		2,040,736		$	10.40
Granted		732,015			8.38
Vested		(713,269	)		10.68
Cancelled or expired		(61,237	)		10.54
Unvested as of December 31, 2022		1,998,245		$	9.56

We grant our executive officers AOLTIP units which vest over a period of three to four years. AOLTIP units are similar to stock options in that it permits the holder to realize the benefit of any increase in the per share value of our common stock above the value at the time the AOLTIP units were granted and can be converted into a number of common units of our Operating Partnership that have an aggregate value equal to such increase. The common units issued upon the conversion of AOLTIP units are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The AOLTIP units granted in the years ended December 31, 2022 and 2021, had a grant date fair value of $5,831,000 and $4,344,000, respectively, which are being amortized into expense on a straight-line basis over the vesting period. The fair value of the AOLTIP unit is estimated using an option-pricing model with the following weighted average assumptions for grants in the year ended December 31, 2022 and 2021.


	For the Year Ended December 31,
	2022	2021
Expected volatility	34.9%	34.0%
Expected life	4.8 years	4.8 years
Risk free interest rate	1.0%	0.6%
Expected dividend yield	3.0%	3.0%

As of December 31, 2022, there was $3,775,000 of total unrecognized compensation cost related to unvested AOLTIP units, which is expected to be recognized over a weighted-average period of 2.7 years. The following table summarizes our AOLTIP unit activity for the year ended December 31, 2022.


	Shares			Weighted-Average Exercise Price (per unit)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2021		2,171,875		$	8.63
Granted		2,703,499			8.93
Exercised		(95,312	)		8.63
Cancelled or expired		(192,188	)		8.63
Outstanding as of December 31, 2022		4,587,874		$	8.80		5.6	$	-
AOLTIP units vested and expected to vest as of December 31, 2022		4,409,076		$	8.80		5.6	$	-
AOLTIP units exercisable as of December 31, 2022		2,033,593		$	8.63		5.6	$	-

We grant our executive officers and employees LTIP units under multi-year performance-based long-term equity compensation programs. The purpose of these Performance Programs is to further align the interests of our stockholders with that of management by encouraging our senior officers to create stockholder value in a “pay for performance” structure. Under the Performance Programs, participants may earn LTIP units based on our performance over a three-year performance measurement period. If the designated performance objectives are achieved, awards earned under the Performance Programs are subject to vesting over a period of four years and are also subject to a taxable book-up event, as defined.

The LTIP units granted under the Performance Programs in the years ended December 31, 2022, 2021 and 2020 had grant date fair values of $7,188,000, $7,303,000 and $7,488,000, respectively, and are being amortized into expense over the four-year vesting period using a graded vesting attribution method. As of December 31, 2022, there was $8,178,000 of total unrecognized compensation cost related to unvested LTIP units granted under the Performance Programs, which is expected to be recognized over a weighted average period of 2.1 years. The following table summarizes our LTIP unit activity granted under the Performance Programs for the year ended December 31, 2022.


	Units			Weighted-Average Grant-Date Fair Value (per unit)
Unvested as of December 31, 2021		4,099,887		$	5.57
Granted		1,778,524			8.08
Earned and Vested		-			-
Cancelled or expired		(1,570,609	)		5.89
Unvested as of December 31, 2022		4,307,802		$	6.49

Completion of the 2019 Performance-Based Awards Program (“2019 Performance Program”)

On December 31, 2021, the performance measurement period for the 2019 Performance Program ended. On January 13, 2022, the Compensation Committee of our Board of Directors (the “Compensation Committee”) determined that the performance goals set forth in the 2019 Performance Program were not met. Accordingly, all of the LTIP units that were granted on January 14, 2019, were forfeited, with no awards being earned. These awards had a grant date fair value of $8,106,000 that was amortized into expense over the four-year vesting period through December 31, 2022 using a graded vesting distribution method.

On January 13, 2022, the Compensation Committee approved the 2022 Performance Program, a multi-year performance-based long-term incentive compensation program. Under the 2022 Performance Program, participants may earn awards in the form of LTIP units based on our achievement of rigorous Net Operating Income (“NOI”) goals over a three-year performance measurement period beginning on January 1, 2022 and continuing through December 31, 2024. The amount of LTIP units otherwise earned based on the achievement of the NOI goals would then be increased or decreased based on our Total Shareholder Return (“TSR”) versus that of our New York City office REIT peers (comprised of Vornado Realty Trust, SL Green Realty Corp. and Empire State Realty Trust) but the modifier will not result in a total payout exceeding 100% of the units granted. Additionally, if our TSR is negative over the three-year performance measurement period, then the number of LTIP units that are earned under the 2022 Performance Program will be reduced by 30.0% of the number of such awards that otherwise would have been earned. Furthermore, awards earned under the 2022 Performance Program are subject to vesting based on continued employment with us through December 31, 2025, with 50.0% of each award vesting upon the conclusion of the performance measurement period, and the remaining 50.0% vesting on December 31, 2025. Lastly, our Named Executive Officers are required to hold earned awards for an additional year following vesting. Awards granted under the 2022 Performance Program had a fair value of $7,188,000 on the date of the grant, which is being amortized into expense over the four-year vesting period using a graded vesting attribution method.

We grant shares of restricted stock to certain non-employee directors and our employees which vest over one to four years. The shares of restricted stock granted in the years ended December 31, 2022, 2021 and 2020 had grant date fair values of $1,359,000, $1,584,000 and $1,209,000, respectively, which are being amortized into expense on a straight-line basis over the vesting period. As of December 31, 2022, there was $1,936,000 of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted-average period of 2.3 years. The table below summarizes our restricted stock activity for the year ended December 31, 2022.


	Shares			Weighted-Average Grant-Date Fair Value (per share)
Unvested as of December 31, 2021		230,546		$	10.44
Granted		147,957			9.19
Vested		(86,354	)		11.12
Cancelled or expired		(23,041	)		9.68
Unvested as of December 31, 2022		269,108		$	9.59

We did not grant any stock options in the years ended December 31, 2022, 2021 and 2020. Stock options granted in prior years to certain of our executive officers and other employees vested over periods ranging from three to five years and expire 10 years from the date of grant.

The following table summarizes our stock option activity for the year ended December 31, 2022.


	Shares			Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2021		2,010,993		$	17.06
Granted		-			-
Exercised		-			-
Cancelled or expired		(18,000	)		17.50
Outstanding as of December 31, 2022		1,992,993		$	17.06		2.7	$	-
Options vested and expected to vest as of December 31, 2022		1,992,993		$	17.06		2.7	$	-
Options exercisable as of December 31, 2022		1,992,993		$	17.06		2.7	$	-