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Note 14 - Stock Incentive and Employee Benefit Plans
12 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

14. Stock Incentive and Employee Benefit Plans


a. Stock Incentive Plans


The Company has share-based awards outstanding under three different plans, pursuant to which we have granted stock options, stock appreciation rights, restricted and unrestricted stock, and performance share awards to key officers, employees, and directors. The exercise price of our share-based awards may not be less than the market value of our common stock on the date of grant. Stock options and stock appreciation rights vest based on either time (generally over a one to four year period) or market performance (based on stock price appreciation) and generally expire between five and ten years after the date of grant. The fair value for stock options and stock appreciation rights is established at the date of grant using the Black-Scholes model for awards that vest based on time and a lattice model for awards that vest based on market performance. Restricted stock typically vests over a three year period and are valued at the closing price on the date of grant. 


During the years ended December 31, 2015, 2014 and 2013, we granted 2.2 million, 1.3 million and 1.3 million capped stock appreciation rights, respectively, to our officers and key employees. The 2015 and 2014 capped stock appreciation rights have a grant price equal to the Company’s common stock closing price on the issuance date, with the value per share of the award capped at $20.00 above the grant price, and the 2013 capped stock appreciation rights have a grant price equal to the Company’s common stock closing price on the issuance date, with the value per share of the award capped at the difference between $60.00 and the grant price.


The following is a summary of stock option and stock appreciation rights activity relating to our three plans on a combined basis for the years ended December 31, 2015, 2014 and 2013:


   

2015

   

2014

   

2013

 
   

Number of

Shares

   

Weighted

Average

Exercise

Price

   

Number of

Shares

   

Weighted

Average

Exercise

Price

   

Number of

Shares

   

Weighted

Average

Exercise

Price

 

Outstanding, beginning of year

    4,418,308     $ 29.19       3,956,373     $ 27.70       3,723,276     $ 21.05  

Granted

    2,167,150       34.32       1,303,054       39.50       1,252,320       42.00  

Exercised

    (1,287,216 )     14.17       (524,185 )     18.20       (895,865 )     17.75  

Canceled

    (397,625 )     48.61       (316,934 )     71.20       (123,359 )     43.95  

Outstanding, end of year

    4,900,617     $ 33.83       4,418,308     $ 29.19       3,956,373     $ 27.70  

Exercisable at end of year

    2,554,114     $ 28.90       1,952,477     $ 19.90       1,947,313     $ 21.40  

Available for future grant

    9,061,407               10,246,013               2,794,218          

At December 31, 2015, 4,696,072 stock options and stock appreciation rights were vested or expected to vest in the future with a weighted average exercise price of $33.48 and a weighted average expected life of 2.7 years. During the years ended December 31, 2015, 2014 and 2013, the total fair value of stock options and stock appreciation rights vested was $5.0 million, $2.5 million and $3.0 million, respectively. The total intrinsic value of stock options and stock appreciation rights exercised during the years ended December 31, 2015, 2014 and 2013 was $37.5 million, $12.6 million and $23.0 million, respectively. The intrinsic value of options exercised is the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price.


The following table summarizes information about stock options and stock appreciation rights outstanding and exercisable at December 31, 2015:


Outstanding     Exercisable  
Exercise Prices      Number    

Weighted

Average

Exercise

   

Weighted

Average

Remaining

Contractual

   

Number

   

Weighted

Average

Exercise

 
Low     High     of Shares     Price     Life     of Shares     Price  
$ 3.35     $ 21.45       1,680,292     $ 19.52       1.69       1,406,292     $ 19.52  
$ 28.35     $ 41.16       1,212,111     $ 38.83       3.99       280,230     $ 38.83  
$ 41.95     $ 46.45       2,008,214     $ 42.77       2.89       867,592     $ 42.77  

As of December 31, 2015, the total intrinsic value of stock options and stock appreciation rights outstanding was $31.6 million, of which $26.8 million related to stock options and stock appreciation rights exercisable, and the total intrinsic value of stock options and stock appreciation rights vested and expected to vest in the future was $31.6 million. The intrinsic value of these stock options and stock appreciation rights outstanding, is the difference between the fair market value of the Company’s common stock on the last trading day of fiscal 2015 and the exercise price.


The fair value of each stock option and stock appreciation right granted during each of the three years ended December 31, 2015, 2014 and 2013 was estimated using the following weighted average assumptions:


    2015     2014     2013  

Dividend yield

    0.00 %     0.00 %     0.00 %

Expected volatility

    40.89 %     48.44 %     57.70 %

Risk-free interest rate

    0.93 %     0.95 %     0.36 %

Expected life (years)

    3.5       3.5       3.5  

Based on the above assumptions, the weighted average per share fair value of stock options and stock appreciation rights granted during the years ended December 31, 2015, 2014 and 2013, was $5.30, $4.95 and $4.30, respectively.


Restricted Stock Awards. During the years ended December 31, 2015, 2014 and 2013, we issued shares of restricted common stock to our officers and key employees which vest in three equal installments on each of the first three anniversaries of the issuance date. Compensation expense for these awards is being recognized using the straight-line method over the vesting period.


The following is a summary of unvested restricted stock activity for the years ended December 31, 2015, 2014 and 2013:


    2015     2014     2013  
   

Number of

Shares

   

Weighted

Average

Grant

Date

   

Number of

Shares

   

Weighted

Average

Grant

Date

   

Number of

Shares

   

Weighted

Average

Grant

Date

 

Outstanding, beginning of year

    154,143     $ 37.55       107,706     $ 33.60       68,890     $ 21.55  

Granted

    133,616       41.89       94,590       39.20       63,529       41.95  

Vested

    (82,293 )     35.75       (42,310 )     31.60       (22,964 )     21.55  

Canceled

    (10,439 )     41.26       (5,843 )     33.65       (1,748 )     21.45  

Outstanding, end of year

    195,027     $ 41.08       154,143     $ 37.55       107,706     $ 33.60  

Performance Share Awards. During the years ended December 31, 2015, 2014 and 2013, we granted performance share awards to our officers and key employees for which the number of performance share awards ultimately issued will be based on the Company’s actual earnings per share. The 2015 awards ("2015 PSAs") include payouts at 1-3 times the target number of shares based on actual cumulative earnings per share for the years 2015-2017, subject to a minimum earnings per share threshold. The 2013 awards ("2013 PSAs") and the 2014 awards ("2014 PSAs") include payouts at 1-4 times the target number of shares based on actual earnings per share for the years ended December 31, 2015 (with respect to the 2013 PSAs) and 2016 (with respect to the 2014 PSAs), subject to a minimum earnings per share threshold. We evaluate the probability of achieving earnings per share targets established under each of the performance share awards quarterly and estimate the number of shares underlying the performance share awards that are probable of being issued. Compensation expense for these awards is being recognized using the straight-line method over the requisite service period, subject to cumulative catch-up adjustments required as a result of changes in the number shares probable of being issued. As of December 31, 2015, the unamortized compensation cost related to the 2015 PSAs, 2014 PSAs and 2013 PSAs considered probable of being issued was $0.9 million, $0.5 million and $0.1 million, expected to be recognized over a weighted average period of 2.2 years, 1.2 years and 0.2 years, respectively. Additionally, during the years ended December 31, 2015, we granted performance share awards to our officers and key employees for which the number of performance share awards ultimately issued will be based on the Company’s relative total shareholder return ("TSR") performance over a three-year period from 2015-2017 ("2015 TSR PSAs") and 2014-2016 ("2014 TSR PSAs"), in comparison to the TSR performance of a comparative peer group selected by our Compensation Committee. The 2015 TSR PSAs include payouts at 1-3 times the target number of shares based on actual TSR performance, and the 2014 TSR PSAs include payouts at 1-4 times the target number of shares based on actual TSR performance, both subject to minimum TSR thresholds. Compensation expense for these awards is being recognized using the straight-line method over the requisite service period. As of December 31, 2015, the unamortized compensation cost related to the 2015 TSR PSAs and 2014 TSR PSAs was $0.9 million and $0.5 million, expected to be recognized over a weighted average period of 2.2 years and 1.2 years, respectively.


The following is a summary of performance share award activity for the years ended December 31, 2015, 2014 and 2013:


    2015     2014     2013  
   

Number of

Shares

   

Weighted

Average

Grant

Date

   

Number of

Shares

   

Weighted

Average

Grant

Date

   

Number of

Shares

   

Weighted

Average

Grant

Date

 

Outstanding, beginning of year

    166,031     $ 36.20       120,448     $ 29.05       81,002     $ 21.45  

Granted

    348,756       30.46       45,583       55.05       44,691       41.95  

Vested

    (316,028 )     22.68                          

Canceled

                              (5,245 )     21.45  

Outstanding, end of year

    198,759     $ 47.63       166,031     $ 36.20       120,448     $ 29.05  

Other Stock-Based Awards. During the years ended December 31, 2015, 2014 and 2013, we issued 13,498 shares, 12,174 shares and 9,454 shares, respectively, of unrestricted common stock to our independent directors (excluding directors appointed by MatlinPatterson who did not receive any stock awards).


Total compensation expense recognized related to stock-based compensation was as follows:


    Year Ended December 31,  
    2015     2014     2013  
    (Dollars in thousands)  

Stock options and stock appreciation rights

  $ 8,709     $ 3,618     $ 3,875  

Unrestricted stock grants

    555       480       400  

Restricted stock grants

    3,261       1,842       1,073  

Performance share awards

    3,099       2,529       3,667  

Total

  $ 15,624     $ 8,469     $ 9,015  

Total unrecognized compensation expense related to stock-based compensation was as follows:


    As of December 31,  
   

2015

   

2014

   

2013

 
   

Unrecognized

Expense

   

Weighted

Average

Period (years)

   

Unrecognized

Expense

   

Weighted

Average

Period (years)

   

Unrecognized

Expense

   

Weighted

Average

Period (years)

 
    (Dollars in thousands)    

Unvested stock options and stock appreciation rights

  $ 7,216       2.1     $ 6,777       2.1     $ 5,260       1.9  

Unvested restricted stock grants

    5,850       2.1       4,090       2.1       2,473       2.0  

Unvested performance share awards

    5,117       2.0       3,267       1.7       7,320       1.8  

Total unrecognized compensation expense

  $ 18,183       2.0     $ 14,134       2.0     $ 15,053       1.9  

 b. Employee Benefit Plan


We have a defined contribution plan pursuant to Section 401(k) of the Internal Revenue Code. Each employee may elect to make before-tax contributions up to the current tax limits. The Company matches employee contributions up to $5,000 per employee per year. The Company provides this plan to help its employees save a portion of their cash compensation for retirement in a tax efficient environment. Our contributions to the plan for the years ended December 31, 2015, 2014 and 2013, were $4.7 million, $3.6 million and $2.8 million, respectively.