EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION

The Company has previously adopted equity and share-based compensation plans to attract and retain executives, directors and key employees. Under these plans, the Company has granted qualified and non-qualified common stock options and nonvested common stock awards to officers, directors and other key employees. At December 31, 2017, 872,000 shares were reserved for future grants to all employees and directors under the plans. Additionally, there were 2,021,000 shares reserved for future grants to current employees and directors who were not employees or directors of the Company at the date of the Merger.

Nonvested Common Stock Awards (Restricted Stock Unit Awards)

The Company has granted nonvested common stock awards (in the form of restricted stock units) under the Company’s equity and share-based incentive compensation plans. The restricted stock units are settled in shares of common stock upon vesting. The awards granted in 2017 include up to 117,000 shares with performance-based criteria over a three-year cumulative performance period beginning in the year of grant. The vesting performance criteria for the 2017 performance-based grants relate to growth in the Company’s net income, adjusted for certain non-core and/or non-recurring items, and total store additions over the three-year cumulative period. The awards granted in 2016 and 2015 each included 40,000 shares with performance-based criteria with four annual measurement periods beginning in each year of issuance. The vesting performance criteria for the 2016 and 2015 performance-based grants relate to growth in the Company’s EBITDA, adjusted for certain non-core and/or non-recurring items, compared to the base period, which is the fiscal year prior to the year of issuance. All other awards granted in 2017, 2016 and 2015 vest ratably over a five or six year period from the grant date. The grant date fair value of the restricted stock units is based on the Company’s closing stock price on the day of the grant or subsequent award modification date, if applicable, and the fair value of performance-based awards is based on the maximum amount of the award expected to be achieved. The amount attributable to award grants is amortized to expense over the vesting periods.

The following table summarizes the restricted stock unit award activity during 2017, 2016 and 2015 (shares in thousands):



	2017				2016				2015
			Weighted-				Weighted-				Weighted-
			Average				Average				Average
	Underlying		Fair Value		Underlying		Fair Value		Underlying		Fair Value
	Shares		of Grant		Shares		of Grant		Shares		of Grant
Outstanding at beginning of year	30		$	45.93	79		$	48.10	87		$	48.99
Granted	137		47.57		51		42.60		45		47.08
Vested	(10	)	45.93		(100	)	45.96		(5	)	43.26
Canceled or forfeited	—		—		—		—		(48	)	49.26
Outstanding at end of year	157		47.36		30		45.93		79		48.10

Restricted stock unit awards vesting in 2017, 2016 and 2015 had an aggregate intrinsic value of $0.7 million, $4.9 million and $0.2 million, respectively, based on the closing price of the Company’s stock on the date of vesting. The outstanding award units had an aggregate intrinsic value of $10.6 million at December 31, 2017. During 2016, with the exception of 40,000 performance based awards granted in 2016 to senior executives which included double-trigger change in control provisions, the change of control provisions triggered by the Merger resulted in immediate vesting of 83,000 restricted stock unit awards outstanding as of September 1, 2016, the date of the Merger.

Stock Options

The Company has not issued any common stock options in the last six fiscal years. Previous option awards have been granted to purchase the Company’s common stock at an exercise price equal to or greater than the fair market value at the date of grant and generally had a maximum duration of ten years. The Company typically issues treasury shares to satisfy option exercises.

Stock options outstanding as of December 31, 2017 are as follows (shares in thousands):



					Weighted-Average	Currently
Exercise Price			Option Shares		Remaining Life	Exercisable Shares
	$	38.00		40	3.9		—
	$	40.00		50	3.0		20
				90	3.4		20

A summary of stock option activity for the years ended December 31, 2017, 2016 and 2015, is as follows (shares in thousands):



	2017				2016			2015
			Weighted-			Weighted-				Weighted-
			Average			Average				Average
	Underlying		Exercise		Underlying	Exercise		Underlying		Exercise
	Shares		Price		Shares	Price		Shares		Price
Outstanding at beginning of year	103		$	37.34	103	$	37.34	758		$	20.67
Exercised	(13	)	24.57		—	—		(655	)	18.06
Outstanding at end of year	90		$	39.11	103	$	37.34	103		$	37.34

Exercisable at end of year	20		$	40.00	23	$	31.43	13		$	24.57

At December 31, 2017, the aggregate intrinsic value for the stock options outstanding was $2.6 million, of which $0.5 million was exercisable at the end of the year, with weighted-average remaining contractual terms of 3.4 years. The aggregate intrinsic value reflects the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price of the options, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2017.

The total intrinsic value of options exercised for fiscal 2017, 2016 and 2015, was $0.3 million, $0.0 million and $14.6 million, respectively. The intrinsic values are based on the closing price of the Company’s stock on the date of exercise.

Share-Based Compensation Expense

The Company’s net income includes the following compensation costs related to share-based compensation arrangements (in thousands):



	Year Ended December 31,
	2017			2016			2015
Gross compensation costs:
Nonvested “restricted” stock	2,959			4,038			280
Stock options	110			136			149
Total gross compensation costs	3,069			4,174			429

Income tax benefits:
Nonvested “restricted” stock ⁽¹⁾	(1,036		)	(782		)	(98		)
Stock options	(39		)	(48		)	(52		)
Total income tax benefits	(1,075		)	(830		)	(150		)

Net compensation expense	$	1,994		$	3,344		$	279

Tax benefit realized from stock options exercised during the year	$	—		$	—		$	5,126


⁽¹⁾	Income tax benefit on nonvested stock compensation expense for 2016 is less than the statutory rate as a portion of the expense is not tax deductible.

As of December 31, 2017, the total compensation cost related to nonvested restricted stock unit awards not yet recognized was $4.9 million and is expected to be recognized over the weighted-average period of 1.5 years. As of December 31, 2017, the total compensation cost related to nonvested stock options not yet recognized was $0.1 million and is expected to be recognized over the weighted-average period of 1.5 years.