Employee Benefit Plans

Defined Contribution Plan

We sponsor a defined contribution 401(k) retirement plan. We suspended our discretionary contributions for an indefinite period beginning February 2016. For the years ended December 31, 2016 and 2015, our costs related to the 401(k) plan totaled $0.5 million and $2.8 million, respectively.

Employee Stock Purchase Plan

We have an employee stock purchase plan (the “ESPP”). The ESPP has 1.5 million shares authorized for issuance, of which 0.6 million shares were available for issuance as of December 31, 2017. Eligible employees who participate in the ESPP may purchase shares of our common stock through payroll deductions on an after-tax basis over a four-month period beginning on January 1, May 1, and September 1 of each year during the term of the ESPP, subject to certain restrictions and limitations established by the Compensation Committee of our Board and Section 423 of the Internal Revenue Code. The per share price of common stock purchased under the ESPP is equal to 85% of the lesser of (i) its fair market value on the first trading day of the purchase period or (ii) its fair market value on the last trading day of the purchase period. In February 2016, we suspended ESPP purchases for the January through April 2016 purchase period and indefinitely imposed a purchase limit of 130 shares per employee for subsequent purchase periods. For the years ended December 31, 2017, 2016 and 2015, share-based compensation with respect to the ESPP was $0.1 million, $0.1 million and $1.1 million, respectively.

Long-Term Incentive Plan

We currently have one active long-term incentive plan, the 2005 Long-Term Incentive Plan, as amended and restated effective January 1, 2017 (the “2005 Incentive Plan”). The 2005 Incentive Plan is administered by the Compensation Committee of our Board. The Compensation Committee also determines the type of award to be made to each participant and, as set forth in the related award agreement, the terms, conditions and limitations applicable to each award. The Compensation Committee may grant stock options, restricted stock, restricted stock units (“RSUs”), PSUs and cash awards. Awards granted to employees under the 2005 Incentive Plan have a vesting period of three years (or 33% per year) with the exception of PSUs, which vest 100% on the three-year anniversary date of the grant. The 2005 Incentive Plan has 10.3 million shares authorized for issuance, which includes a maximum of 2.0 million shares that may be granted as incentive stock options. As of December 31, 2017, there were 2.4 million shares available for issuance under the 2005 Incentive Plan.

The following grants of share-based awards were made in 2017 under the 2005 Incentive Plan:



Date of Grant	Shares	Grant Date Fair Value Per Share		Vesting Period

January 3, 2017 ⁽¹⁾	671,771	$	8.82	33% per year over three years
January 3, 2017 ⁽²⁾	671,771	$	12.64	100% on January 1, 2020
January 3, 2017 ⁽³⁾	9,956	$	8.82	100% on January 1, 2019
April 3, 2017 ⁽³⁾	8,004	$	7.77	100% on January 1, 2019
July 3, 2017 ⁽³⁾	14,018	$	5.64	100% on January 1, 2019
October 2, 2017 ⁽³⁾	7,654	$	7.39	100% on January 1, 2019
December 7, 2017 ⁽⁴⁾	117,740	$	6.37	100% on December 7, 2018


(1)	Reflects grants of restricted stock to our executive officers and select management employees.


(2)	Reflects grants of PSUs to our executive officers and select management employees.


(3)	Reflects grants of restricted stock to certain independent members of our Board who have made an election to take their quarterly fees in stock in lieu of cash.


(4)	Reflects annual equity grants to each independent member of our Board.

In January 2018, we granted our executive officers 449,271 shares of restricted stock and 449,271 PSUs under the 2005 Incentive Plan. The market value of the restricted shares was $7.54 per share or $3.4 million. The grant date fair value of the PSUs was $10.44 per share. Also in January 2018, we granted $5.0 million of fixed value cash awards to select management employees under the 2005 Incentive Plan.

Restricted Stock Awards

We grant restricted stock to members of our Board, executive officers and select management employees. The following table summarizes information about our restricted stock:



	Year Ended December 31,
	2017				2016				2015
	Shares		Grant Date Fair Value ⁽¹⁾		Shares		Grant Date Fair Value ⁽¹⁾		Shares		Grant Date Fair Value ⁽¹⁾

Awards outstanding at beginning of year	1,577,973		$	7.86	661,124		$	16.28	554,960		$	17.54
Granted	829,143		8.39		1,298,121		5.70		501,076		15.57
Vested ⁽²⁾	(817,791	)	8.84		(305,588	)	16.94		(332,223	)	16.44
Forfeited	(10,107	)	7.01		(75,684	)	7.76		(62,689	)	20.93
Awards outstanding at end of year	1,579,218		$	7.63	1,577,973		$	7.86	661,124		$	16.28


(1)	Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant.


(2)	Total fair value of restricted stock that vested during the years ended December 31, 2017, 2016 and 2015 was $6.9 million, $2.2 million and $5.1 million, respectively.

For the years ended December 31, 2017, 2016 and 2015, $7.9 million, $5.8 million and $5.5 million, respectively, were recognized as share-based compensation related to restricted stock. Future compensation cost associated with unvested restricted stock at December 31, 2017 totaled approximately $6.8 million. The weighted average vesting period related to unvested restricted stock at December 31, 2017 was approximately 1.3 years.

Performance Share Units Awards

We grant PSUs to our executive officers and select management employees. The payout at vesting of PSUs is based on the performance of our common stock over a three-year period compared to the performance of other companies in a peer group selected by the Compensation Committee of our Board, with the maximum amount of the award being 200% of the original awarded PSUs and the minimum amount being zero. PSUs granted prior to 2017 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee of our Board. In January 2015, in connection with the vesting of the 2012 PSU awards, the decision was made to settle these PSUs in cash (rather than with an equivalent number of shares of our common stock, which was the default payment method for the 2012 PSU awards). Accordingly, PSUs granted before 2017, including those that were previously accounted for as equity awards, are treated as liability awards. PSUs granted in 2017 and 2018 are to be settled solely in shares of our common stock and therefore are accounted for as equity awards.

We issued 671,771 PSUs in 2017 with a grant date fair value of $12.64 per unit, 1,161,672 PSUs in 2016 with a grant date fair value of $7.13 per unit and 295,693 PSUs in 2015 with a grant date fair value of $25.06 per unit. For the years ended December 31, 2017, 2016 and 2015, $7.4 million, $6.8 million and $0.2 million, respectively, were recognized as share-based compensation related to PSUs. For the year ended December 31, 2016, we recorded $0.2 million in equity reflecting the cumulative compensation cost recognized in excess of the estimated fair value of the modified liability PSU awards. At December 31, 2017 and 2016, the liability balance for unvested PSUs was $11.1 million and $7.1 million, respectively. During 2015, 2016 and 2017, we paid $4.5 million, $0.2 million and $0.6 million, respectively, to cash settle the PSUs granted in 2012, 2013 and 2014. We paid $0.9 million to cash settle the 2015 grant of PSUs when they vested in January 2018.

Long-Term Incentive Cash Awards

We have from time to time made long-term incentive cash awards to our executive officers and select management employees. These cash awards were generally indexed to our common stock with the payment amount at each vesting date, if any, determined by the performance of our common stock over the relevant performance period. The cash awards vested equally each year over a three-year period and payments under these awards were made on each anniversary date of the award. Our long-term incentive cash awards were considered liability plans and as such were re-measured to fair value each reporting period with corresponding changes in the liability amount being reflected in our results of operations.

No long-term incentive cash awards were granted in the last several years. For the year ended December 31, 2015, we recorded reductions of $3.7 million ($2.1 million related to our executive officers) of previously recognized compensation cost associated with the cash awards, reflecting the effect that decreases in our stock price had on the value of our liability plan. The liability balance for the cash awards issued was reduced down to zero at December 31, 2016. During 2015, we paid $8.9 million of the liability associated with previously granted long-term incentive cash awards. No cash payout was made in 2016 or 2017 as the stock performance metric for payout was not met.