14.

Stock Incentive and Employee Benefit Plans

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

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

and

2014,

we granted

2.2

million and

1.3

million capped stock appreciation rights, respectively, to our officers and key employees. There were no grants of capped stock appreciation rights during

2016.

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.

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,

2016,

2015

and

2014:

	2016					2015					2014
	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		4,900,617		$	33.83		4,418,308		$	29.19		3,956,373		$	27.70
Granted		―			―		2,167,150			34.32		1,303,054			39.50
Exercised		(408,839	)		18.61		(1,287,216	)		14.17		(524,185	)		18.20
Canceled		(484,611	)		41.34		(397,625	)		48.61		(316,934	)		71.20

Outstanding, end of year		4,007,167		$	34.47		4,900,617		$	33.83		4,418,308		$	29.19

Exercisable at end of year		2,789,384		$	33.32		2,554,114		$	28.90		1,952,477		$	19.90

Available for future grant		8,650,219					9,061,407					10,246,013

December

31,

2016,

3,853,751

stock options and stock appreciation rights were vested or expected to vest in the future with a weighted average exercise price of

$34.19

and a weighted average expected life of

1.93

years. During the years ended

December

31,

2016,

2015

and

2014,

the total fair value of stock options and stock appreciation rights vested was

$3.2

million,

$5.0

million and

$2.5

million, respectively. The total intrinsic value of stock options and stock appreciation rights exercised during the years ended

December

31,

2016,

2015

and

2014

was

$5.7

million,

$37.5

million and

$12.6

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,

2016:

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
$	17.88	$	21.45		1,284,466	$	19.99		0.97		1,010,466	$	19.99
$	28.35	$	41.16		1,032,006	$	38.86		3.16		539,446	$	38.86
$	41.95	$	46.45		1,690,695	$	42.79		2.04		1,239,472	$	42.79

As of

December

31,

2016,

the total intrinsic value of stock options and stock appreciation rights outstanding was

$18.1

million, of which

$14.6

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

$18.1

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

2016

and the exercise price.

The fair value of each stock appreciation right granted during

December

31,

2015

and

2014

was estimated using the following weighted average assumptions:

	2015			2014
Dividend yield		0.00	%		0.00	%
Expected volatility		40.89	%		48.44	%
Risk-free interest rate		0.93	%		0.95	%
Expected life (years)		3.5			3.5

Based on the above assumptions, the weighted average per share fair value of stock appreciation rights granted during the years ended

December

31,

2015

and

2014,

was

$5.30

and

$4.95,

respectively.

Restricted Stock Awards

During the years ended

December

31,

2016,

2015

and

2014,

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,

2016,

2015

and

2014:

	2016					2015					2014
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, beginning of year		195,027		$	41.08		154,143		$	37.55		107,706		$	33.60
Granted		329,198			33.16		133,616			41.89		94,590			39.20
Vested		(84,044	)		40.96		(82,293	)		35.75		(42,310	)		31.60
Canceled		(9,363	)		37.03		(10,439	)		41.26		(5,843	)		33.65
Outstanding, end of year		430,818		$	35.14		195,027		$	41.08		154,143		$	37.55

Performance Share Awards

During the years ended

December

31,

2016,

2015

and

2014,

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 or revenue growth. The

2016

awards

("2016

PSAs") include payouts at

times the target number of shares based on actual revenue growth for the years

2016

2018,

subject to a minimum revenue growth threshold. The

2015

awards

("2015

PSAs") include payouts at

times the target number of shares based on actual revenue growth for the years

2016

2017,

subject to a minimum revenue growth threshold. The

2014

awards

("2014

PSAs") include payouts at

times the target number of shares based on actual earnings per share for the year ended

December

31,

2016,

subject to a minimum earnings per share threshold. We evaluate the probability of achieving the performance 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. Additionally, during the years ended

December

31,

2016,

2015

and

2014,

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

2016

2018

("2016

TSR PSAs"),

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

2016

TSR PSAs include payouts at

times the target number of shares based on actual TSR performance, the

2015

TSR PSAs include payouts at

times the target number of shares based on actual TSR performance, and the

2014

TSR PSAs include payouts at

times the target number of shares based on actual TSR performance, all subject to minimum TSR thresholds. Compensation expense for these awards is being recognized using the straight-line method over the requisite service period.

The following is a summary of performance share award activity for the years ended

December

31,

2016,

2015

and

2014:

	2016					2015					2014
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Outstanding, beginning of year		198,759		$	47.63		166,031		$	36.20		120,448	$	29.05
Granted		319,798			30.36		348,756			30.46		45,583		55.05
Vested		(50,429	)		41.95		(316,028	)		22.68		―		―
Canceled		―			―		―			―		―		―
Outstanding, end of year		468,128		$	36.45		198,759		$	47.63		166,031	$	36.20

Other Stock-Based Awards.

During the years ended

December

31,

2016,

2015

and

2014,

we issued

22,710

shares,

13,498

shares and

12,174

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,
	2016		2015		2014
	(Dollars in thousands)
Stock options and stock appreciation rights	$	3,309	$	8,709	$	3,618
Unrestricted stock grants		780		555		480
Restricted stock grants		4,359		3,261		1,842
Performance share awards		9,346		3,099		2,529
Total	$	17,794	$	15,624	$	8,469

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

	As of December 31,
	2016				2015				2014
	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	$	3,255		1.3	$	7,216		2.1	$	6,777		2.1
Unvested restricted stock grants		11,146		2.2		5,850		2.1		4,090		2.1
Unvested performance share awards		13,409		2.0		5,117		2.0		3,267		1.7
Total unrecognized compensation expense	$	27,810		2.0	$	18,183		2.0	$	14,134		2.0

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

$7,000

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,

2016,

2015

and

2014,

were

$10.2

million,

$4.7

million and

$3.6

million, respectively.