Stock-Based Compensation

General

Stock-based compensation expense for the years ended December 31, 2016, 2015 and 2014 was $26.0 million, $13.7 million and $21.5 million, respectively, and is included in general and administrative expense in the Consolidated Statement of Operations.

For the year ended December 31, 2016 and 2014, the Company realized $2.1 million and $1.4 million, respectively, of tax expense related to the book compensation cost in excess of the federal tax deduction for employee stock-based compensation. There was no tax expense or benefit recognized from stock-based compensation during the year ended December 31, 2015. The Company is able to recognize tax benefits only to the extent they reduce the Company's income taxes payable. All shortfalls must be recognized in the period in which they arise.

Restricted Stock Awards

Restricted stock awards are granted from time to time to employees of the Company. The fair value of restricted stock grants under the 2014 Incentive Plan is based on the closing stock price on the grant date. Restricted stock awards generally vest either at the end of a three year service period or on a graded or graduated vesting basis at each anniversary date over a three or four year service period.

For awards that vest at the end of the service period, expense is recognized ratably using a straight-line approach over the service period. Under the graded or graduated approach, the Company recognizes compensation cost ratably over the requisite service period, as applicable, for each separately vesting tranche as though the awards are, in substance, multiple awards. For all restricted stock awards, vesting is dependent upon the employees' continued service with the Company, with the exception of employment termination due to death, disability or retirement. The Company accelerates the vesting period for retirement-eligible employees for purposes of recognizing compensation expense in accordance with the vesting provisions of the Company's stock-based compensation programs.

The Company used an annual forfeiture rate assumption ranging from 5.0% to 6.0% for purposes of recognizing stock-based compensation expense for restricted stock awards. The annual forfeiture rates were based on the Company's actual forfeiture history for this type of award to various employee groups.

The following table is a summary of restricted stock award activity:



	Year Ended December 31,
	2016				2015				2014
	Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share
Outstanding at beginning of period	49,825		$	33.76	49,869		$	33.40	27,806		$	20.53
Granted	—		—		5,900		25.44		47,500		34.76
Vested	(6,650	)	33.02		(5,944	)	22.55		(17,437	)	15.84
Forfeited	—		—		—		—		(8,000	)	35.00
Outstanding at end of period⁽¹⁾⁽²⁾	43,175		$	33.87	49,825		$	33.76	49,869		$	33.40

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(1)	As of December 31, 2016, the aggregate intrinsic value was $1.0 million and was calculated by multiplying the closing market price of the Company's stock on December 31, 2016 by the number of non-vested restricted stock awards outstanding.


(2)	As of December 31, 2016, the weighted average remaining contractual term of non-vested restricted stock awards outstanding was 0.3 years.

Compensation expense recorded for all restricted stock awards for the years ended December 31, 2016, 2015 and 2014 was $0.4 million, $0.4 million and $1.0 million, respectively. Unamortized expense as of December 31, 2016 for all outstanding restricted stock awards was $0.1 million and will be recognized over the next year.

The total fair value of restricted stock awards that vested during 2016, 2015 and 2014 was $0.2 million, $0.2 million and $0.6 million, respectively.

Restricted Stock Units

Restricted stock units are granted from time to time to non-employee directors of the Company. The fair value of the restricted stock units under the 2014 Incentive Plan is based on the closing stock price on the grant date. These units vest immediately and compensation expense is recorded immediately. Restricted stock units are issued when the director ceases to be a director of the Company.

The following table is a summary of restricted stock unit activity:



	Year Ended December 31,
	2016				2015				2014
	Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share		Shares	Weighted- Average Grant Date Fair Value per Share
Outstanding at beginning of period	425,438		$	13.81	604,214		$	12.48	566,321	$	10.75
Granted and fully vested	69,302		20.62		51,292		27.87		37,893	38.28
Issued	(146,202	)	14.17		(230,068	)	13.45		—	—
Forfeited	—		—		—		—		—	—
Outstanding at end of period⁽¹⁾⁽²⁾	348,538		$	15.01	425,438		$	13.81	604,214	$	12.48

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(1)	As of December 31, 2016, the aggregate intrinsic value was $8.1 million and was calculated by multiplying the closing market price of the Company's stock on December 31, 2016 by the number of outstanding restricted stock units.


(2)	Due to the immediate vesting of the units and the unknown term of each director, the weighted-average remaining contractual term in years has not been provided.

Compensation expense recorded for all restricted stock units for the year ended December 31, 2016, 2015 and 2014 was $1.4 million, $1.4 million and $1.5 million, respectively, which reflects the total fair value of these units.

Stock Appreciation Rights

Stock appreciation rights (SARs) allow the employee to receive any intrinsic value over the grant date market price that may result from the price appreciation of the common shares granted. All of these awards have graded-vesting features and vest over a service period of three years, with one-third of the award becoming exercisable each year on the anniversary date of the grant and have a contractual term of seven years.

The following table is a summary of SAR activity:



	Year Ended December 31,
	2016				2015				2014
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
Outstanding at beginning of period	558,546		$	12.52	667,764		$	12.63	667,764	$	12.63
Granted	—		—		—		—		—	—
Exercised	(75,260	)	9.19		(109,218	)	13.19		—	—
Forfeited or expired	—		—		—		—		—	—
Outstanding at end of period⁽¹⁾	483,286		$	13.04	558,546		$	12.52	667,764	$	12.63
Exercisable at end of period⁽²⁾	483,286		$	13.04	558,546		$	12.52	590,960	$	11.98

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(1)	The intrinsic value of a SAR is the amount which the current market value of the underlying stock exceeds the exercise price of the SAR. As of December 31, 2016, the aggregate intrinsic value and weighted-average remaining contractual term of SARs outstanding was $5.0 million and 1.5 years, respectively.


(2)	As of December 31, 2016, the aggregate intrinsic value and weighted-average remaining contractual term of SARs exercisable was $5.0 million and 1.5 years, respectively.

Compensation expense recorded for all outstanding SARs for the year ended December 31, 2014 was $0.1 million. As of December 31, 2014, there was no remaining unamortized expense to be recognized for the outstanding SARs.

The expected term was derived by reviewing minimum and maximum expected term outputs from the Black-Scholes model based on award type and employee type. This term represents the period of time that awards granted are expected to be outstanding. The stock price volatility was calculated using historical closing stock price data for the Company for the period associated with the expected term through the grant date of each award. The risk free rate of return percentages are based on the continuously compounded equivalent of the U.S. Treasury (Nominal 10) within the expected term as measured on the grant date. The expected dividend percentage assumes that the Company will continue to pay a consistent level of dividend each quarter.

Performance Share Awards

The Company grants three types of performance share awards: two based on performance conditions measured against the Company's internal performance metrics (Employee Performance Share Awards and Hybrid Performance Share Awards) and one based on market conditions measured based on the Company's performance relative to a predetermined peer group (TSR Performance Share Awards). The performance period for these awards commences on January 1 of the respective year in which the award was granted and extends over a three-year performance period. For all performance share awards, the Company used an annual forfeiture rate assumption ranging from 0% to 6% for purposes of recognizing stock-based compensation expense for its performance share awards.

Performance Share Awards Based on Internal Performance Metrics

The fair value of performance award grants based on internal performance metrics is based on the closing stock price on the grant date. Each performance award represents the right to receive up to 100% of the award in shares of common stock.

Employee Performance Share Awards. The Employee Performance Share Awards vest at the end of the three-year performance period. An employee will earn one-third of the award for each of the three performance metrics that the Company meets. These performance metrics are set by the Company's Compensation Committee and are based on the Company's average production, average finding costs and average reserve replacement over a three-year performance period. Based on the Company's probability assessment at December 31, 2016, it is considered probable that all of the criteria for these awards will be met.

The following table is a summary of activity for Employee Performance Share Awards:



	Year Ended December 31,
	2016				2015				2014
	Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share
Outstanding at beginning of period	925,590		$	30.23	1,088,960		$	25.18	1,657,980		$	16.25
Granted	435,990		20.49		349,780		27.71		241,130		39.43
Issued and fully vested	(340,960	)	26.62		(504,620	)	17.59		(751,780	)	10.19
Forfeited	(27,090	)	27.77		(8,530	)	31.11		(58,370	)	23.57
Outstanding at end of period	993,530		$	27.26	925,590		$	30.23	1,088,960		$	25.18

Hybrid Performance Share Awards. The Hybrid Performance Share Awards have a three-year graded performance period. The awards vest 25% on each of the first and second anniversary dates and 50% on the third anniversary provided that the Company has $100 million or more of operating cash flow for the year preceding the vesting date, as set by the Company's Compensation Committee. If the Company does not meet the performance metric for the applicable period, then the portion of the performance shares that would have been issued on that anniversary date will be forfeited. Based on the Company's probability assessment at December 31, 2016, it is considered probable that the criteria for these awards will be met.

The following table is a summary of activity for the Hybrid Performance Share Awards:



	Year Ended December 31,
	2016				2015				2014
	Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share
Outstanding at beginning of period	372,385		$	30.37	329,061		$	29.27	450,212		$	18.96
Granted	271,938		20.49		194,947		27.71		123,257		39.43
Issued and fully vested	(164,539	)	29.34		(151,623	)	24.56		(244,408	)	15.41
Forfeited	—		—		—		—		—		—
Outstanding at end of period	479,784		$	25.12	372,385		$	30.37	329,061		$	29.27

Performance Share Awards Based on Market Conditions

These awards have both an equity and liability component, with the right to receive up to the first 100% of the award in shares of common stock and the right to receive up to an additional 100% of the value of the award in excess of the equity component in cash. The equity portion of these awards is valued on the grant date and is not marked to market, while the liability portion of the awards is valued as of the end of each reporting period on a mark-to-market basis. The Company calculates the fair value of the equity and liability portions of the awards using a Monte Carlo simulation model.

TSR Performance Share Awards. The TSR Performance Share Awards granted are earned, or not earned, based on the comparative performance of the Company's common stock measured against a predetermined group of companies in the Company's peer group over a three-year performance period.

The following table is a summary of activity for the TSR Performance Share Awards:



	Year Ended December 31,
	2016				2015				2014
	Shares		Weighted- Average Grant Date Fair Value per Share⁽¹⁾		Shares		Weighted- Average Grant Date Fair Value per Share⁽¹⁾		Shares		Weighted- Average Grant Date Fair Value per Share⁽¹⁾
Outstanding at beginning of period	732,286		$	23.82	674,787		$	22.42	860,686		$	14.06
Granted	407,907		18.57		292,421		19.29		184,885		32.04
Issued and fully vested	(254,980	)	23.06		(234,922	)	14.16		(370,784	)	7.81
Forfeited	—		—		—		—		—		—
Outstanding at end of period	885,213		$	21.62	732,286		$	23.82	674,787		$	22.42

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(1) The grant date fair value figures in this table represent the fair value of the equity component of the performance

share awards.

The current portion of the liability, included in accrued liabilities in the Consolidated Balance Sheet at December 31, 2015 was $1.8 million. There was no current liability as of December 31, 2016. The non-current portion of the liability for the TSR Performance Share Awards, included in other liabilities in the Consolidated Balance Sheet at December 31, 2016 and 2015, was $2.1 million and $0.9 million, respectively. The Company made cash payments during the years ended December 31, 2016, 2015 and 2014 of $1.8 million, $7.0 million and $14.3 million, respectively.

The following assumptions were used to determine the grant date fair value of the equity component of the TSR Performance Share Awards for the respective periods:



	Year Ended December 31,
	2016			2015			2014
Fair value per performance share award granted during the period	$	18.57		$	19.29		$	32.04
Assumptions
Stock price volatility	34.4		%	32.3		%	41.3		%
Risk free rate of return	0.9		%	1.0		%	0.7		%
Expected dividend yield	—		%	0.3		%	0.2		%

The following assumptions were used to determine the fair value of the liability component of the TSR Performance Share Awards for the respective periods:



	December 31,
	2016	2015	2014
Fair value per performance share award at the end of the period	$5.59 - $7.10	$2.49 - $6.39	$12.88 - $29.72
Assumptions
Stock price volatility	40.4% - 43.0%	33.5% - 37.5%	29.1% - 29.7%
Risk free rate of return	0.9% - 1.2%	0.7% - 1.1%	0.3% - 0.7%
Expected dividend yield	—%	—%	0.3%

The stock price volatility was calculated using historical closing stock price data for the Company for the period associated with the expected term through the grant date of each award. The risk free rate of return percentages are based on the continuously compounded equivalent of the U.S. Treasury (Nominal 10) within the expected term as measured on the grant date. The expected dividend percentage assumes that the Company will continue to pay a consistent level of dividend each quarter.

Other Information

Compensation expense recorded for both the equity and liability components of all performance share awards for the years ended December 31, 2016, 2015 and 2014 was $21.3 million, $18.3 million and $20.8 million, respectively. Total unamortized compensation expense related to the equity component of performance shares at December 31, 2016 was $19.3 million and will be recognized over the next 0.9 years.

As of December 31, 2016, the aggregate intrinsic value for all performance share awards was $55.1 million and was calculated by multiplying the closing market price of the Company's stock on December 31, 2016 by the number of unvested performance share awards outstanding. As of December 31, 2016, the weighted average remaining contractual term of unvested performance share awards outstanding was approximately 1.3 years.

On December 31, 2016, the performance period ended for two types of performance share awards that were granted in 2014. For the Employee Performance Share Awards, the calculation of the three-year average of the three internal performance metrics was completed in the first quarter of 2017 and was certified by the Compensation Committee in February 2017. As the Company achieved the three performance metrics, 225,780 shares with a grant date fair value of $8.9 million were issued in February 2017. For the TSR Performance Share Awards, 157,147 shares with a grant date fair value of $5.0 million were issued based on the Company's ranking relative to a predetermined peer group. There were no cash payments associated with these awards. The calculation of the award payout was certified by the Compensation Committee on January 5, 2017.

Supplemental Employee Incentive Plan

The Supplemental Employee Incentive Plan (the Plan) adopted by the Company's Board of Directors is intended to provide a compensation tool tied to stock market value creation to serve as an incentive and retention vehicle for full-time, non-officer employees by providing for cash payments in the event the Company's common stock reaches a specified trading price. The Compensation Committee can increase any of the payments as applied to any employee if desired. Any deferred portion will only be paid if the participant is employed by the Company, or has terminated employment by reason of retirement, death or disability (as provided in the Plan). Payments are subject to certain other restrictions contained in the Plan.

The Plan currently provides for a payout if the closing price per share of the Company's common stock for any 20 trading days out of any 60 days consecutive trading days equals or exceeds an interim price goal per share within two years of the effective date of the plan (interim trigger date) or a final price goal per share within four years of the effective date of the plan (final trigger date). Under the Plan and upon approval by the Compensation Committee, each eligible employee may receive a distribution of 20% of base salary if the interim trigger is met or 50% of base salary if the final trigger is met (or an incremental 30% of base salary if the interim trigger was previously achieved). In accordance with the Plan, in the event either the interim or final trigger date occurs within the first 30 months from the effective date, 25% of the total distribution will be paid immediately and the remaining 75% will be deferred and paid at a future date as described in the Plan. For final trigger dates occurring during the last 18 months but before the end of the Plan, total distribution will be paid immediately.

The Plan is accounted for as a liability award under the authoritative accounting guidance for stock-based compensation and is valued as of the end of each reporting period on a mark-to-market basis using a Monte Carlo simulation model. In addition to the expected value of plan payouts, the simulation technique also generates an expected trigger date for the two types of payments made under this plan, which is used to determine the requisite service period. The Company recognized compensation expense (benefit) of $(0.3) million and $3.0 million for years ended December 31, 2015 and 2014, respectively, related to the Plan. The Company did not recognize any compensation expense (benefit) under the Plan for the year ended December 31, 2016. The Company made payments of $13.0 million under the Plan for year ended December 31, 2014.

Deferred Performance Shares

As of December 31, 2016, 495,774 shares of the Company's common stock representing vested performance share awards were deferred into the deferred compensation plan. During 2016, 38,400 shares were sold out of the plan. During 2016, an increase to the deferred compensation liability of $1.8 million was recognized, which represents the increase in the closing price of the Company's shares held in the trust during the period. The increase in compensation expense was included in general and administrative expense in the Consolidated Statement of Operations.