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 restricted stock unit awards to officers, directors and other key employees. At December 31, 2018, 778,000 shares were reserved for future grants to all employees and directors under the plans. Additionally, there were 1,995,000 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.

Restricted Stock Unit Awards

The Company has granted 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 performance-based awards granted in 2018 and 2017 have maximum share awards of 102,000 and 117,000 shares, respectively, which vest at the end of a three-year cumulative performance period beginning on January 1 of the respective grant year. The Company’s level of achievement of the performance goals will result in the vesting of restricted stock awards between zero and the maximum share award at the end of each respective three-year performance period. The vesting performance criteria for the 2018 and 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 respective three-year cumulative period. The awards granted in 2016 include 40,000 shares with performance-based criteria with four annual measurement periods beginning in the year of issuance. The vesting performance criteria for the 2016 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 2018, 2017 and 2016 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 Company typically issues treasury shares to satisfy vested restricted stock unit awards.

The following table summarizes the restricted stock unit award activity for the years ended December 31, 2018, 2017 and 2016 (shares in thousands):



	2018				2017				2016
			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	157		$	47.36	30		$	45.93	79		$	48.10
Granted ⁽¹⁾	119		72.70		137		47.57		51		42.60
Vested	(22	)	44.62		(10	)	45.93		(100	)	45.96
Outstanding at end of year	254		59.53		157		47.36		30		45.93


⁽¹⁾	For fiscal 2018 and 2017, includes 102,000 and 117,000 shares, respectively, of performance-based grants, which represents the maximum possible award. The Company’s level of achievement of the respective performance goals will result in actual vesting of between zero and the maximum share award at the end of each respective three-year performance period.

Restricted stock unit awards vesting in fiscal 2018, 2017 and 2016 had an aggregate intrinsic value of $1.6 million, $0.7 million and $4.9 million, respectively, based on the closing price of the Company’s stock on the date of vesting. During 2016, 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. The outstanding award units had an aggregate intrinsic value of $18.4 million at December 31, 2018.

Stock Options

The Company has not issued any common stock options in the last seven 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 stock option exercises.

Stock options outstanding as of December 31, 2018 are as follows (shares in thousands):



					Weighted-Average	Currently
Exercise Price			Option Shares		Remaining Life	Exercisable Shares
	$	38.00		40	2.9		10
	40.00			40	2.0		20
				80	2.5		30

The following table summarizes stock option activity for the years ended December 31, 2018, 2017 and 2016, is as follows (shares in thousands):



	2018				2017				2016
			Weighted-				Weighted-			Weighted-
			Average				Average			Average
	Underlying		Exercise		Underlying		Exercise		Underlying	Exercise
	Shares		Price		Shares		Price		Shares	Price
Outstanding at beginning of year	90		$	39.11	103		$	37.34	103	$	37.34
Exercised	(10	)	40.00		(13	)	24.57		—	—
Outstanding at end of year	80		39.00		90		39.11		103	37.34

Exercisable at end of year	30		39.33		20		40.00		23	31.43

At December 31, 2018, the aggregate intrinsic value for the stock options outstanding was $2.7 million, of which $1.0 million was exercisable at the end of the year, with weighted-average remaining contractual terms of 2.5 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, 2018.

The total intrinsic value of options exercised for fiscal 2018, 2017 and 2016 was $0.5 million, $0.3 million and $0.0 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,
	2018			2017			2016
Gross compensation costs:
Restricted stock unit awards	$	5,712		$	2,959		$	4,038
Stock options	74			110			136
Total gross compensation costs	5,786			3,069			4,174

Income tax benefits:
Restricted stock unit awards	(1,320		)	(1,036		)	(782		)
Exercise of stock options	(94		)	(39		)	(48		)
Total income tax benefits	(1,414		)	(1,075		)	(830		)

Net compensation expense	$	4,372		$	1,994		$	3,344

As of December 31, 2018, the total compensation cost related to nonvested restricted stock unit awards not yet recognized was $7.9 million and is expected to be recognized over the weighted-average period of 1.4 years. As of December 31, 2018, 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 0.8 years.