Stock-based Compensation

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation

Stock-based Compensation

The Company's Amended and Restated Omnibus Incentive and Equity Plan (the “Plan”) provides for the grant of equity-based awards, including restricted stock units (“RSUs”), stock options and unrestricted shares of common stock. As of March 31, 2017, a maximum of 2,400,000 shares of common stock were authorized for issuance under the Plan. At March 31, 2017, 616,820 shares of common stock remained available for issuance. Shares that are issued upon exercise of stock options and vesting of RSUs are newly issued shares from the Plan and are not issued from treasury stock.

Restricted Stock Units

Each RSU entitles the holder to one share of common stock when the restriction expires. RSUs generally have a term of one to three years and may be time-vested or performance-contingent. The fair value of each RSU is estimated using the intrinsic value method, which is based on the fair market value price on the date of grant unless it contains a performance metric that is considered a market condition. RSUs that contain a market condition are valued using a simulation valuation model. RSU activity for the three months ended March 31, 2017 is summarized as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2016	302,824		$	111.56
Granted	158,687		$	111.38
Forfeited	(26,329	)	$	124.22
Settled	(55,418	)	$	129.75
Outstanding at March 31, 2017	379,764		$	107.95

For the three months ended March 31, 2017 and 2016, a total of 22,977 and 13,024 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations. The Company paid $2.5 million and $1.0 million for the three months ended March 31, 2017 and 2016, respectively, in minimum employee tax withholding obligations related to RSUs withheld. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have been otherwise issued as a result of the vesting.

During the three months ended March 31, 2017, the Company granted 24,784 RSUs which contain performance based metrics in addition to a service condition (Performance Share Units or "PSUs"). Compensation expense for these PSUs is recognized over the three year service period based upon the value determined using a combination of the intrinsic value method, for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718, and the Monte Carlo simulation valuation model, for awards under the performance metric that represents a "market condition" under ASC 718. Compensation expense for the awards that contain a market condition is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the market condition. Compensation expense for the awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon the final outcome. For the three months ended March 31, 2017, total stock-based compensation expense was $0.1 million for these PSUs.

During the three months ended March 31, 2017, the Company also granted 48,241 PSUs as special one-time awards in connection with the execution of the Proposed Acquisition. These PSUs will vest in equal installments on the first and second anniversary of the grant date, subject to (1) the closing of the Proposed Acquisition and (2) execution of integration activities of the Proposed Acquisition. For the three months ended March 31, 2017, there was no stock-based compensation expense for the PSUs related to the Proposed Acquisition.

The Company recognized total stock compensation expense of $3.5 million and $3.3 million, respectively, for the three months ended March 31, 2017 and 2016. As of March 31, 2017, unamortized stock-based compensation expense for unvested RSUs was $23.6 million, with a weighted-average remaining amortization period of 2.1 years.

Stock Options

Stock options generally cliff vest after three years and have a contractual life of 10 years. Stock options are granted with an exercise price equal to the fair market value of the shares at the date of grant.

Stock option activity for the three months ended March 31, 2017 is summarized as follows:

	Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2016	137,157		$	17.77
Granted	—		$	—
Exercised	(26,149	)	$	23.25
Forfeited	—		$	—
Outstanding at March 31, 2017	111,008		$	16.48