

15.	STOCK INCENTIVE PLAN

General—The Company has equity-based incentive plans (the “Stock Incentive Plans”) administered by the Compensation and Talent Development Committee of the Board of Directors. Under the Stock Incentive Plans, the Company can issue shares to employees and directors in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance based units (“PSUs”). Compensation expense recognized related to the Company’s Stock Incentive Plans was $3,761, $3,064 and $2,843 for 2019, 2018 and 2017, respectively. At December 31, 2019, 133 authorized shares remained available under our Stock Incentive Plans for future grants, assuming PSU vestings occur at maximum payout with vesting dates through 2024.

During 2019, the Company implemented an Employee Stock Purchase Plan (“ESPP”). Under the ESPP, employees may make quarterly purchases of shares at a discount through regular payroll deductions for up to 15% of their compensation ($25 maximum per year). The shares are purchased at 85% of the closing price per share on the last trading day of the calendar quarter. Included within total stock-based compensation expense for 2019 is $27 of expense related to the ESPP. ESPP expense, represents the difference between the fair value on the date of purchase and the price paid. At December 31, 2019, 787 authorized shares remained available for issuance under the ESPP.

Total equity-based compensation expense recognized related to the Company’s Stock Incentive Plans was $3,788, $3,064 and $2,843 for 2019, 2018, and 2017, respectively, primarily recognized within general and administrative expenses. At December 31, 2019, there was $16,300 of unrecognized compensation cost related to equity-based grants, which is expected to be recognized over a weighted-average period of 3.2 years. The Company recognizes forfeitures as they occur, rather than estimating expected forfeitures.

RSAs—The Company’s RSA awards may not be sold or otherwise transferred until certain restrictions have lapsed, which is generally over a three-year graded vesting period for employees and over one year for Directors. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date, and is expensed on a straight-line basis over the vesting period. During 2019, we recognized $1,092 of compensation expense, primarily within “General and administrative expense”. The following table presents employee and director RSA activity:



	Number of Shares		Weighted Average Fair Value Per Share
Employee’s RSAs
Balance at December 31, 2018	147		11.16
Granted	52		12.06
Vested	(114	)	11.04
Forfeited	(2	)	9.64
Balance at December 31, 2019	83		11.91
Director’s RSAs
Balance at December 31, 2018	42		11.67
Granted	52		12.06
Vested	(52	)	$	11.69
Forfeited	—		—
Balance at December 31, 2019	42		12.12

During 2018, 49 RSAs were granted with a weighted-average grant-date fair value per share of $11.64. During 2017, 217 RSAs were granted with a weighted-average grant-date fair value per share of $10.69. The total fair value of RSAs that vested during 2019, 2018 and 2017 was $1,261, $1,107 and $3,117, respectively.

RSUs—The Company’s RSU awards may not be sold or otherwise transferred until certain restrictions have lapsed, which is generally over a three-year graded vesting period. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date, and is expensed on a straight-line basis over the vesting period. During 2019, we recognized $1,573 of compensation expense, primarily within selling and administrative expense. The following table presents RSU activity:



	Number of Shares		Weighted Average Fair Value Per Share
Nonvested RSUs
Balance at December 31, 2018	217		12.40
Granted	261		12.14
Vested	(120	)	14.30
Forfeited	(14	)	16.14
Balance at December 31, 2019	344		13.78

During 2018, 248 RSUs were granted with a weighted-average grant-date fair value per share of $16.08. During 2017, there were not any RSUs granted. The total fair value of RSUs that vested during 2019 and 2018 were $1,709 and $392, respectively. There were no RSUs vested in 2017.

PSUs—The Company’s performance-based share awards are subject to the achievement of specified financial based performance targets and are generally based upon EPS and vest over three years. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date applied to the total number of shares. This fair value is expensed and adjusted over the vesting period based on the level of payout expected to be achieved. As a result of financial performance conditions met during 2019, we recognized $1,096 of compensation expense.

During 2019 and 2018, PSU shares totaling 310 and 890, respectively, were granted with a weighted-average grant-date fair value per share of $11.81 and $11.64, respectively. There were no PSUs granted in 2017. During 2019, upon vesting and achievement of certain performance goals, we distributed 63 PSUs with a weighted-average grant-date fair value per share of $15.15. The total fair value of PSU awards that vested during 2019 was $948. There were no PSUs awarded in 2018 and 2017.

Share Repurchases for Tax Withholdings—Upon the vesting of shares, the Company allows employees to withhold shares to satisfy tax withholding requirements. For RSA vestings, the shares repurchased by the Company are considered constructively received and are retired thereafter. The Company repurchased 17, 28 and 66 shares for taxes withheld on RSA vestings for $255, $361 and $1,075 during 2019, 2018 and 2017, respectively. For RSU and PSU vestings, the employee is issued shares net of the requested tax withholding, and the Company transfers the withheld shares to Treasury Stock. The Company withheld 74 and 8 shares for taxes on RSU and PSU vestings for $964 and $92 during 2019 and 2018, respectively. There were no shares withheld for taxes on RSU and PSU vestings in 2017.

Warrants—On April 3, 2017, the Company issued warrants (the “Warrants”) to the lenders under the Oaktree Facility (the “Holders”) pursuant to which such holders have the right to purchase, for a period of 5 years from the date of issuance, up to an aggregate of 1,000 shares of the Company’s common stock (the “Warrant Shares”) at an initial exercise price of $10.25 per share, subject to adjustment for stock splits, combinations and similar recapitalization events and weighted-average anti-dilution upon the issuance by the Company of shares of common stock or rights, options or convertible securities exercisable for common stock in the future at a price below the exercise price of the Warrants.

The Company valued these Warrants using the Black-Scholes model, which is a type 3 fair value measurement. The key assumptions used in the Black-Scholes Model and fair value output are summarized in the table below:



	April 3, 2017
Stock price at grant date	$	8.88
Exercise option price	$	10.25
Expected term of warrants (in years)	5
Expected volatility rate	48.29		%
Risk-free rate	1.88		%
Expected dividend yield	—		%
Total fair value	$	3,500