STOCK-BASED COMPENSATION

The Company maintains various stock-based compensation plans administered by the board of directors of Holdings, the Company's parent, for the benefit of the Company's key employees and non-employee directors as discussed below.

Total stock-based compensation cost recognized and included in selling, general and administrative expenses was $10,000, $0.1 million and $0.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. The Company did not recognize any tax benefits in the income statement related to stock-based compensation for the three years ended December 31, 2017.

Restricted Stock Units

In April 2008, Holdings adopted the 2008 Restricted Stock and Restricted Stock Unit Plan which is designed to provide incentives to present and future employees of the Company through the grant of restricted stock and restricted stock unit awards. The 2008 Restricted Stock and Restricted Stock Unit Plan authorizes the issuance of up to 25,000 shares of Holdings’ common stock pursuant to such grants. The restricted stock units (“RSUs”) are convertible into common shares of Holdings upon one of the following events: termination of employment, death, disability or upon a change in control of the Company. During the years ended December 31, 2017 and 2015, no RSUs were converted into shares of Holdings. During 2016, 71 RSUs were converted into shares of Holdings. As of December 31, 2017, 1,574 fully vested RSUs with a grant date fair value of $258.00 per share were outstanding. A total of 22,659 restricted shares were available for grant at December 31, 2017.

Stock Options

2007 Non-Qualified Stock Option Plan

In February 2007, Holdings adopted the 2007 Non-Qualified Stock Option Plan (the “2007 Option Plan”) in order to provide an equity component to management compensation following the Merger. The board of directors of Holdings were authorized to issue options to purchase up to 105,200 shares of Holdings’ common stock. The term of the 2007 Option Plan was 10 years; therefore, as of December 31, 2017, no additional options can be granted as the term has expired.

The options issued under the 2007 Stock Option Plan contain only service condition requirements and generally vest 25 percent on each anniversary of the grant date for four years provided the employee has provided continued service. The options provide for certain acceleration of vesting and cancellation of options under different circumstances, such as a change in control, death, disability and termination of service. The Company recognizes compensation expense for these options on a straight-line basis over the requisite service period for each separate vesting portion of the option as if the option was, in substance, multiple options (graded vesting). The options expire 10 years after the date of grant. Upon exercise of the options, shares will be issued from authorized but unissued shares of Holdings.

2012 Non-Qualified Stock Option Plan

In May 2012, Holdings adopted the 2012 Non-Qualified Stock Option Plan (the “2012 Option Plan”) to provide incentives to present and future employees of the Company through the grant of Holdings' common stock options. The board of directors of Holdings may issue options to purchase up to 48,605 shares of Holdings' common stock.

The options issued in 2012 under the 2012 Stock Option Plan provide for the options to be vested in three different tranches:


•	one-third of the total grant vests 20 percent on each anniversary of the grant date for five years provided the employee has provided continued service (service condition);


•	one-third of the total grant vests on a 2.0X event, as defined in the applicable stock option agreement (market and performance conditions); and


•	one-third of the total grant vests on a 2.5X event, as defined in the applicable stock option agreement (market and performance conditions).

The options provide for certain acceleration of vesting and cancellation of options under different circumstances, such as a change in control, death, disability and termination of service. For the portion of the options that vest only based upon a service condition, the Company recognizes compensation expense using graded vesting over the requisite service period. For the options containing market and performance conditions, the Company defers all stock-based compensation until the consummation of the performance condition. The options expire 10 years after the date of grant. Upon exercise of the options, shares will be issued from authorized but unissued shares of Holdings. A total of 16,305 shares of Holdings common stock were available for grant under the 2012 Stock Option Plan at December 31, 2017.

No options were granted in 2017, 2016 or 2015.

The following table summarizes stock option activity during the years ended December 31, 2017, 2016 and 2015 (shares in thousands):



	Year Ended				Year Ended				Year Ended
	December 31, 2017				December 31, 2016				December 31, 2015
	Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price		Options	Weighted Average Exercise Price
Outstanding at beginning of period	114		$	217.24	130		$	218.46	130	$	218.46
Forfeited	(8	)	$	200.95	(16	)	$	227.19	—	$	—
Expired	(62	)	$	193.13	—		$	—	—	$	—
Outstanding at end of period ⁽¹⁾	44		$	243.26	114		$	217.24	130	$	218.46
Options exercisable at end of period ⁽²⁾	22		$	228.81	85		$	203.48	93	$	202.48
Available for grant at end of period	16				26				10


⁽¹⁾	Stock options outstanding at December 31, 2017 have a weighted average remaining contractual term of 3.7 years and there is no intrinsic value.


⁽²⁾	Exercisable stock options at December 31, 2017 have a weighted average remaining contractual term of 3.1 years and there is no intrinsic value.

The total grant date fair value of options that vested during the year ended December 31, 2017 was $0.3 million. The total grant date fair value of options that vested during each of the years ended December 31, 2016 and 2015 was $0.6 million. As of December 31, 2017, the total future compensation cost related to non-vested options not yet recognized in the consolidated statements of operations was $1.8 million, of which all but $4,000 is attributable to vesting upon contingent events. The Company did not receive cash from option exercises during the three years ended December 31, 2017.