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Stock-Based Compensation
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

5. Stock-Based Compensation

We have an Equity Incentive Compensation Plan, or Equity Plan, for our officers, independent contractors, employees and non-employee directors, which is designed to encourage stock ownership by such persons. Under the Equity Plan, we may grant both time-vesting and performance-vesting awards, which are earned on the achievement of certain performance criteria. The following types of awards may be granted under the Equity Plan:

 

Stock options (including incentive stock options and nonqualified stock options);

 

Stock appreciation rights, or SARs;

 

Restricted stock;

 

Restricted stock units, or RSUs;

 

Performance shares or units; and

 

Other stock-based awards (including dividend equivalents).

A maximum of 7,500,000 shares of our common stock is available for the grant or settlement of awards under the Equity Plan, subject to adjustment for certain business transactions and changes in capital structure. Vesting conditions and other terms and conditions of awards under the Equity Plan are determined by our Board of Directors or the compensation committee of our Board of Directors, subject to the terms of the Equity Plan. RSUs may be issued with performance-vesting or time-vesting features. Except for RSUs issued to our Chief Executive Officer, RSUs are not participating securities, and the holders of such awards have no right to receive regular dividends if or when declared. However, we have not paid a dividend to stockholders since 2015.

Total compensation cost recognized for all awards under the Equity Plan (or its predecessor) for the years ended December 31, 2019, 2018 and 2017 was $6.2 million, $6.8 million and $8.7 million, respectively. Tax benefits recognized for the years ended December 31, 2019, 2018 and 2017 related thereto were $0.5 million, $0.8 million and $2.6 million, respectively. As of December 31, 2019 there was $6.6 million of total unrecognized compensation cost related to non-vested awards under the Equity Plan, which we expect to recognize over a weighted average period of two years.

Time-Vesting Awards

SARs. Currently, SARs awarded under the Equity Plan generally vest immediately and expire in ten years. The exercise price per share of SARs awarded under the Equity Plan may not be less than the fair market value of our common stock on the date of grant.

The fair value of SARs granted under the Equity Plan (or its predecessor) during each of the years ended December 31, 2019, 2018 and 2017 was estimated using the Black Scholes pricing model with the following weighted average assumptions:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Expected life of SARs (in years)

 

 

7

 

 

 

7

 

 

 

7

 

Expected volatility

 

 

39.35

%

 

 

32.10

%

 

 

31.70

%

Risk free interest rate

 

 

2.11

%

 

 

2.56

%

 

 

2.09

%

 

The expected life of SARs is based on historical data as is the expected volatility. Risk free interest rates are determined using the U.S. Treasury yield curve at time of grant with a term equal to the expected life of the SARs.

A summary of SARs activity under the Equity Plan as of December 31, 2019 and changes during the year then ended is as follows:

 

 

 

Number of

Awards

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Term

(Years)

 

 

Aggregate

Intrinsic

Value

(In

Thousands)

 

Awards outstanding at January 1, 2019

 

 

1,029,082

 

 

$

54.08

 

 

 

 

 

 

 

 

 

Granted

 

 

28,000

 

 

$

8.57

 

 

 

 

 

 

 

 

 

Expired

 

 

(134,852

)

 

$

71.46

 

 

 

 

 

 

 

 

 

Awards outstanding at December 31, 2019

 

 

922,230

 

 

$

50.19

 

 

 

3.6

 

 

$

 

Awards exercisable at December 31, 2019

 

 

922,230

 

 

$

50.19

 

 

 

3.6

 

 

$

 

 

The weighted-average grant date fair values per share of awards granted during the years ended December 31, 2019, 2018 and 2017 were $3.75, $7.11 and $5.61, respectively. The total intrinsic value of awards exercised during the years ended December 31, 2019, 2018 and 2017 was $0, $0.1 million and $0, respectively. The total fair value of awards vested during the years ended December 31, 2019, 2018 and 2017 was $0.1 million, $0.7 million and $1.2 million, respectively.

Restricted Stock Units. RSUs are contractual rights to receive shares of our common stock in the future if the applicable vesting conditions are met. In 2019, 2018 and 2017, we granted an aggregate of 310,700, 135,759 and 276,085 time-vesting RSUs, respectively. One-half of each annual grant of time-vesting RSUs will vest two years from the date of grant and the remaining 50% will vest three years from the date of grant, conditioned upon continued employment through the applicable vesting date. The fair value of time-vesting RSUs granted under the Equity Plan was estimated based on the fair market value of our common stock on the date of grant.

A summary of activity for time-vesting RSUs under the Equity Plan as of December 31, 2019 and changes during the year then ended is as follows:

 

 

 

Number

of Awards

 

 

Weighted

-Average

Grant Date

Fair Value

Per Share

 

Nonvested awards at January 1, 2019

 

 

422,059

 

 

$

16.57

 

Granted

 

 

310,700

 

 

$

10.47

 

Vested

 

 

(174,774

)

 

$

18.20

 

Forfeited

 

 

(24,382

)

 

$

13.42

 

Nonvested awards at December 31, 2019

 

 

533,603

 

 

$

12.58

 

 

The total fair value of time-vesting RSUs vested during the years ended December 31, 2019, 2018 and 2017 was $1.9 million, $1.9 million and $1.1 million, respectively.

Performance-Vesting Awards

Restricted Stock Units. In 2019, 2018 and 2017, we granted an aggregate of 190,634, 194,563 and 370,616 performance-vesting RSUs, respectively, which will vest upon achievement of certain performance goals as set forth in the individual award agreements over the three-year performance period beginning on January 1 in the year of grant. The shares of our common stock to be received upon the vesting of the performance-vesting RSUs will be delivered no later than March 15 of the year following completion of the three-year performance period. The fair value of performance-vesting RSUs granted under the Equity Plan to employees was estimated based on the fair market value of our common stock on the date of grant.

A summary of activity for performance-vesting RSUs under the Equity Plan as of December 31, 2019 and changes during the year then ended is as follows:

 

 

 

Number

of Awards

 

 

Weighted

-Average

Grant Date

Fair Value

Per Share

 

Nonvested awards at January 1, 2019

 

 

741,973

 

 

$

17.53

 

Granted

 

 

190,634

 

 

$

10.49

 

Vested

 

 

(223,330

)

 

$

21.44

 

Nonvested awards at December 31, 2019

 

 

709,277

 

 

$

14.41

 

 

The total grant date fair value of the performance-vesting RSUs that vested during the years ended December 31, 2019, 2018 and 2017 was $2.3 million, $2.5 million and $0.3 million, respectively.