In June 2018, the Company’s shareholders approved the 2018 Long Term Incentive Compensation Plan (the “2018 Plan”), which permits the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), phantom stock units (“PSUs”) and other equity and cash awards to employees. Non-employee directors are eligible to receive all such awards, other than incentive stock options. Pursuant to the 2018 Plan, 12,700,000 shares of the Company’s common stock are reserved for issuance. For purposes of determining the number of shares available for issuance under the 2018 Plan, stock options and SARs count against the 12,700,000 limit as one share of common stock for each share granted and restricted stock or any other full value stock award count as issuing 2.30 shares of common stock for each share granted. Any awards that are not settled in shares of common stock are not counted against the limit. As of December 31, 2019, there were 8,417,411 shares available for future grants under the 2018 Plan.

In November 2008, the Company’s shareholders approved the 2008 Long Term Incentive Compensation Plan (the “2008 Plan”), which permitted the Company to issue stock options (incentive and/or non-qualified), SARs, RSAs, PSUs and other equity and cash awards to employees. Non-employee directors were eligible to receive all such awards, other than incentive stock options. Upon approval of the 2018 Plan, awards were no longer available to be granted under the 2008 Plan. However, the 2008 Plan remains in place until all of the awards previously granted thereunder have been paid, forfeited or expired.

Stock-based compensation expense, which pertains principally to our stock options and RSAs, for the years ended December 31, 2019, 2018 and 2017 totaled $14.9 million, $12.0 million and $7.8 million, respectively, and is included within the Consolidated Statements of Income under “General and administrative.”

Stock options that expire between April 1, 2020 and October 1, 2029 have been granted to officers, directors, employees, and predecessor employees to purchase common stock at prices ranging from $11.61 to $32.90 per share. All options were granted at the fair market value of the common stock on the grant date (as defined in the respective plan document) and have



	Number of Option Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2019	5,869,211		$	15.14
Granted	2,436,811		$	19.24
Exercised	(230,644	)	$	14.32
Forfeited	(257,942	)	$	19.44
Outstanding as of December 31, 2019	7,817,436		$	16.30	4.84	$	75.1
Exercisable as of December 31, 2019	4,071,052		$	13.62	2.49	$	49.2

The weighted-average grant-date fair value of options granted during the years ended December 31, 2019, 2018 and 2017 was $6.39, $9.88 and $4.48, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017 was $2.0 million, $28.7 million and $15.8 million, respectively. The total fair value of stock options that vested during the years ended December 31, 2019, 2018 and 2017 was $6.2 million, $5.9 million and $6.4 million, respectively.



	Exercise Price Range						Total
	$11.61 to $16.93		$17.77 to $25.05		$30.74 to $32.90		$11.61 to $32.90
Outstanding options
Number outstanding	4,842,725		2,368,886		605,825		7,817,436
Weighted-average remaining contractual term (in years)	2.66		9.27		4.95		4.84
Weighted-average exercise price	$	13.06	$	19.23	$	30.75	$	16.30
Exercisable options
Number outstanding	3,901,333		10,584		159,135		4,071,052
Weighted-average exercise price	$	12.91	$	18.62	$	30.75	$	13.62

As of December 31, 2019, the unamortized compensation costs not yet recognized related to stock options granted totaled $16.9 million and the weighted-average period over which the costs are expected to be recognized was 2.9 years.



	For the year ended December 31,
	2019		2018		2017
Risk-free interest rate	2.00	%	2.26	%	1.97	%
Expected volatility	32.90	%	30.80	%	30.66	%
Dividend yield	—		—		—
Weighted-average expected life (in years)	5.30		5.30		5.30

As noted above, the Company grants RSAs to our employees and certain non-employee directors. In addition, the Company issues its named executive officers (“NEOs”) and other key executives RSAs with performance conditions (we refer to our RSAs with performance conditions as “PSAs”), which are discussed in further detail below.

The Company’s Performance Share Programs (as defined below) were adopted in order to provide our NEOs and certain other key executives with stock-based compensation tied directly to the Company’s performance, which further aligns their interests with those of shareholders and provides compensation only if the designated performance goals are met for the applicable performance periods.

On February 14, 2019, the Company’s Compensation Committee of the Board of Directors adopted a performance share program (the “Performance Share Program II”) pursuant to the 2018 Plan, which, for awards made in 2019, provided for the issuance of 278,780 PSAs, at target, to be granted in one-third increments.

On February 6, 2018, our Compensation Committee adopted a performance share program (the “2018 Performance Share Program”) pursuant to the 2018 Plan, which provided for the issuance of 197,727 PSAs, at target, to be granted in one-third increments.

On February 9, 2016, our Compensation Committee adopted a performance share program (the “2016 Performance Share Program” and collectively with the Performance Share Program II and the 2018 Performance Share Program, the “Performance Share Programs”) pursuant to the 2008 Plan, which provided for the issuance of 189,085 PSAs, at target, to be granted in one-third increments. In addition, the 2016 Performance Share Program provided for the issuance of 172,245 PSAs, at target, on February 17, 2017, to be granted in one-third increments.

PSAs issued pursuant to the Performance Share Programs consist of three one-year performance periods over a three-year service period. The awards have the potential to be earned at between 0% and 150% of the number of shares granted depending on achievement of the annual performance goals, but remain subject to vesting for the full three-year service period.

The performance goal as it pertains to the first and second performance periods of the awards granted under the Performance Share Program II is based on a combination of EBITDA, adjusted for certain items, principally payments made to our REIT landlords (“EBITDA, as adjusted”); and run-rate cost synergies from the Pinnacle Acquisition. The performance goal for the third performance period is based on EBITDA, as adjusted. The performance goals for each of the one-year performance periods of the awards granted under the 2018 Performance Share Program and 2016 Performance Share Program are based on EBITDA, as adjusted. Awards are not considered granted, for accounting purposes, under the Performance Share Programs until the targets are established and mutually understood by the Company and the individuals receiving the PSAs.

The grant date fair value of our RSAs is based on the most recent closing stock price of the Company’s shares of common stock. The stock-based compensation expense is recognized over the remaining service period at the time of grant, adjusted for the Company’s expectation of the achievement of the performance conditions.



	With Performance Conditions				Without Performance Conditions
	Number of Shares		Weighted- Average Grant Date Fair Value		Number of Shares		Weighted- Average Grant Date Fair Value
Nonvested as of January 1, 2019	351,472		$	22.10	207,349		$	25.55
Granted	253,609		$	23.55	175,795		$	19.44
Vested	(193,799	)	$	19.36	(35,758	)	$	18.05
Forfeited	(15,920	)	$	22.60	(48,907	)	$	23.71
Nonvested as of December 31, 2019	395,362		$	24.35	298,479		$	23.15

As of December 31, 2019, the unamortized compensation costs not yet recognized related to RSAs totaled $7.9 million and the weighted-average period over which the costs are expected to be recognized is 1.9 years. The total fair value of RSAs that vested during the years ended December 31, 2019, 2018 and 2017 was $5.5 million, $0.9 million and $1.0 million, respectively.

Our PSUs, which vest over a period of three to four years, entitle employees and directors to receive cash based on the fair value of the Company’s common stock on the vesting date. The PSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period. The Company has a liability, which is included in “Accrued expenses and other current liabilities” within the

For PSUs held by employees and directors of the Company, there was $3.3 million of total unrecognized compensation cost as of December 31, 2019 that will be recognized over the awards remaining weighted-average vesting period of 1.6 years. For the years ended December 31, 2019, 2018 and 2017, the Company recognized $4.1 million, $1.1 million, and $11.9 million of compensation expense associated with these awards, respectively. Compensation expense associated with our PSUs is recorded in “General and administrative” within the Consolidated Statements of Income. We paid $2.5 million, $4.2 million, and $12.7 million during the years ended December 31, 2019, 2018 and 2017, respectively, pertaining to our cash-settled PSUs.

The fair value of SARs is calculated each reporting period and estimated using the Black-Scholes option pricing model. Our SARs, which vest over a period of four years, are accounted for as liability awards since they will be settled in cash. Accordingly, the Company has a liability, which is included in “Accrued expenses and other current liabilities” within the Consolidated Balance Sheets, associated with its SARs of $14.4 million and $6.8 million as of December 31, 2019 and 2018, respectively.

For SARs held by employees of the Company, there was $9.6 million of total unrecognized compensation cost as of December 31, 2019 that will be recognized over the awards remaining weighted-average vesting period of 2.6 years. For the year ended December 31, 2019, the Company recognized compensation expense of $10.7 million as compared to a reduction to compensation expense of $6.7 million and compensation expense of $21.9 million for the years ended December 31, 2018 and 2017, respectively, associated with these awards. Compensation expense associated with our SARs is recorded in “General and administrative” within the Consolidated Statements of Income. We paid $3.5 million, $10.5 million and $6.2 million during the years ended December 31, 2019, 2018 and 2017, respectively, pertaining to our cash-settled SARs.