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Share-Based Compensation

9 Months Ended

Sep. 30, 2020

12. Share-Based Compensation

Incentive Plan

Prior to June 2017, the Company made grants of restricted stock and stock options under its 2008 Equity Incentive Plan (the “2008 Plan”). In January 2017, the Board of Directors of the Company approved, and at the Company’s 2017 annual meeting of stockholders held on June 14, 2017, the Company’s stockholders adopted, a 2017 Equity Incentive Plan (the “2017 Plan”) under which a maximum of 3,000 shares may be granted. As of September 30, 2020, 1,598 shares were available for grants under the 2017 Plan. All grants of equity incentives made after June 2017 have been made from the 2017 Plan.

Restricted Stock

During the nine months ended September 30, 2020, the Company granted 164 shares of common stock with a service vesting condition to certain of its executives, officers and employees. The restricted shares have voting rights and vest in five annual installments of 20%, with the first installment vesting in March of the calendar year following the date of grant (the “first vesting date”) and subsequent installments vesting on each of the four anniversaries of the first vesting date. Upon vesting, shares will be held in lieu of taxes equivalent to the minimum statutory tax withholding required to be paid when the restricted stock vests. During the nine months ended September 30, 2020, the Company withheld 62 shares of common stock in lieu of taxes at a cost of $4,969 on the restricted stock vesting dates. In June 2020, following the annual stockholders meeting, the Company granted 3 shares of common stock to the non-employee

members of the Company’s Board of Directors. The restricted shares granted to these directors have voting rights and vest on the earlier of (a) the one year anniversary of the date of grant or (b) immediately prior to the following year’s annual stockholders’ meeting. A summary of the activity related to restricted stock granted under the Company’s Incentive Plan since December 31, 2019 is as follows:


		Weighted Average
	Total	Grant Date
	Shares	Fair Value per Share
Outstanding as of December 31, 2019	422	$	76.43
Granted	167	$	84.31
Vested	(155)	$	65.19
Forfeited, canceled or expired	(11)	$	85.77
Outstanding as of September 30, 2020	423	$	83.42

Stock Options

During the nine months ended September 30, 2020, no options were granted. A summary of the activity since December 31, 2019 related to stock options granted under the Company’s Incentive Plan is as follows:


	Summary of Stock Options Outstanding
		Weighted		Weighted
		Average		Average
		Exercise		Remaining	Aggregate
	Total	Price per		Contractual	Intrinsic
	Shares	Share		Term (Years)	Value ($)⁽¹⁾
Outstanding as of December 31, 2019	232	$	15.42
Granted	—	$	—
Exercised	(10)	$	17.07
Forfeited, canceled or expired	—	$	—
Outstanding as of September 30, 2020	222	$	15.34	0.44	$	14,249
Exercisable as of September 30, 2020	222	$	15.34	0.44	$	14,249

(1)	Aggregate intrinsic value represents the value of the Company’s closing stock price on September 30, 2020 ($79.94) in excess of the exercise price multiplied by the number of shares underlying options outstanding or exercisable, as applicable.

Share-based Compensation Expense

The table below outlines share-based compensation expense for the nine months ended September 30, 2020 and 2019 related to restricted stock and stock options granted:


	2020		2019
Technology and academic services	$	1,539	$	1,289
Counseling services and support		4,073		3,977
Marketing and communication		75		64
General and administrative		2,360		2,410
Share-based compensation expense included in operating expenses		8,047		7,740
Tax effect of share-based compensation		(2,012)		(1,935)
Share-based compensation expense, net of tax	$	6,035	$	5,805