SHARE-BASED COMPENSATION PLANS

Our non-employee directors and key employees have been granted share-based awards through our SICP. We record these share-based awards as compensation costs over the respective service period for which services are received in exchange for an award of equity or equity-based compensation. The compensation cost is based primarily on the fair value of the shares awarded, using the estimated fair value of each share on the date it was granted and the number of shares to be issued at the end of the service period. We have 475,099 shares of common stock reserved for issuance under the SICP.

The table below presents the amounts included in net income related to share-based compensation expense for the awards granted under the SICP for the years ended December 31, 2018, 2017 and 2016:



	For the Year Ended December 31,
	2018			2017			2016
(in thousands)
Awards to non-employee directors	$	539		$	540		$	580
Awards to key employees	2,871			1,950			1,787
Total compensation expense	3,410			2,490			2,367
Less: tax benefit	(934		)	(1,003		)	(952		)
Share-based compensation amounts included in net income	$	2,476		$	1,487		$	1,415

Stock Options

There were no stock options outstanding at December 31, 2018 or 2017, nor were any stock options issued during the years 2016 through 2018.

Non-employee Directors

Shares granted to non-employee directors are issued in advance of these directors’ service periods and are fully vested as of the date of the grant. We record a prepaid expense equal to the fair value of the shares issued and amortize the expense equally over a service period of one year. In May 2017, each of our non-employee directors received an annual retainer of 835 shares of common stock under the SICP for board service through the 2018 Annual Meeting of Stockholders; as a group, 7,515 shares, with a weighted average fair value of $71.80, were issued and vested in 2017. In May 2018, each of our non-employee directors received an annual retainer of 792 shares of common stock under the SICP for board service through the 2019 Annual Meeting of Stockholders; accordingly, 7,128 shares, with a weighted average fair value of $75.70, were issued and vested in 2018.

The intrinsic values of the shares granted to our non-employee directors are equal to the fair value of these awards on the date of grant. At December 31, 2018, there was $180,000 of unrecognized compensation expense related to these awards. This expense will be fully recognized by April 2019, which approximates the expected remaining service period of those directors.

Key Employees

Our Compensation Committee is authorized to grant our key employees the right to receive awards of shares of our common stock, contingent upon the achievement of established performance goals and subject to SEC transfer restrictions once awarded.

We currently have several outstanding multi-year performance plans, which are based upon the successful achievement of long-term goals, growth and financial results and comprise both market-based and performance-based conditions or targets. The fair value per share, tied to a performance-based condition or target, is equal to the market price per share on the grant date. For the market-based conditions, we used the Black-Scholes pricing model to estimate the fair value of each share granted.

The table below presents the summary of the stock activity for awards to key employees:



	Number of Shares		Weighted Average Fair Value
Outstanding — December 31, 2016	115,091		$	51.85
Granted	52,355		$	63.42
Vested	(32,926	)	$	38.88
Expired	(1,878	)	$	39.97
Outstanding — December 31, 2017	132,642		$	59.31
Granted	49,494		$	67.76
Vested	(29,786	)	$	47.39
Vested - Accelerated pursuant to separation agreement ⁽¹⁾	(16,676	)	$	75.78
Expired	(3,933	)	$	49.66
Outstanding — December 31, 2018	131,741		$	67.24

⁽¹⁾ Includes 2,569 shares that were forfeited

The intrinsic value of these awards was $10.7 million, $10.4 million and $7.7 million in 2018, 2017 and 2016, respectively. At December 31, 2018, there was $2.1 million of unrecognized compensation cost related to these awards, which is expected to be recognized during 2019 through 2020.

In 2018, 2017 and 2016, we withheld shares with a value at least equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities with the executives electing to receive the net shares. The below table presents the number of shares withheld, amounts remitted to taxing authorities and the tax benefits associated with these obligations:



	For the Year Ended December 31,
	2018		2017		2016
(amounts except shares, in thousands)
Shares withheld to satisfy tax obligations	10,436		10,269		12,031
Amounts remitted to tax authorities to satisfy obligations	$	1,210	$	692	$	770
Tax benefit associated with settlement of share based payments	$	—	$	349	285

In June 2018, the Company and a former executive officer entered into a separation agreement and release (the "Separation Agreement"). Pursuant to the Separation Agreement, three awards, representing a total of 14,107 shares of common stock previously granted to the executive officer under the SICP, immediately vested at the time of separation, and an additional 2,569 shares were forfeited. We settled the awards that vested in cash and recognized $1.1 million as share-based compensation expense.