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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2019
Share-based Payment Arrangement [Abstract] |
Share-Based Compensation | Share-Based Compensation Overview The Company's 2013 Equity Incentive Plan (the "Plan"), as amended and restated as of February 28, 2019, authorizes options to acquire common shares and other share-based compensation awards to be granted to employees and trustees for up to an additional 3,000,000 common share equivalents of the Company. The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided under Topic 718—“Stock Compensation” in the Accounting Standards Codification. The total share-based compensation expense, net of amounts capitalized, included in general and administrative expenses for the years ended December 31, 2019, 2018, and 2017 was $5.3 million, $4.9 million, and $5.8 million, respectively. For the years ended December 31, 2019, 2018, and 2017, total share-based compensation cost capitalized for development activities was $1.1 million, $1.7 million, and $1.7 million, respectively. The Company recognizes forfeitures as they occur. As of December 31, 2019, there were 2,665,383 shares and units available for grant under the Plan. Share Options Pursuant to the Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company's common shares. Granted options typically vest over a five year period and expire 10 years from the grant date. The Company issues new common shares upon the exercise of options. A summary of option activity under the Plan as of December 31, 2019, and changes during the year then ended, is presented below:
($ in thousands, except share and per share data) |  | Aggregate Intrinsic Value |  | Weighted-Average Remaining Contractual Term (in years) |  | Options |  | Weighted-Average Exercise Price
Outstanding at January 1, 2019 |  |  |  |  |  | 60,567 |  |  | $ | 17.08 |
Granted |  |  |  |  |  | — |  |  | — |
Exercised |  |  |  |  |  | (33,375 | ) |  | 14.48 |
Expired |  |  |  |  |  | — |  |  | — |
Forfeited |  |  |  |  |  | (3,125 | ) |  | 17.00 |
Outstanding at December 31, 2019 |  | $ | 12 |  |  | 1.13 |  | 24,067 |  |  | $ | 20.25 |
Exercisable at December 31, 2019 |  | $ | 12 |  |  | 1.13 |  | 24,067 |  |  | $ | 20.25 |
Exercisable at December 31, 2018 |  |  |  |  |  | 60,567 |  |  | $ | 17.08 |
There were no options granted in 2019, 2018 or 2017. The aggregate intrinsic value of the 33,375 and 3,125 options exercised during the years ended December 31, 2019 and 2018 was $86,000 and $23,000, respectively. There were no options exercised in 2017. Restricted Shares In addition to share option grants, the Plan also authorizes the grant of share-based compensation awards in the form of restricted common shares. Under the terms of the Plan, these restricted shares, which are considered to be outstanding shares from the date of grant, typically vest over a period ranging from three to five years. The Company pays dividends on restricted shares and such dividends are charged directly to shareholders’ equity. The following table summarizes all restricted share activity to employees and non-employee members of the Board of Trustees as of December 31, 2019 and changes during the year then ended:
|  | Number of Restricted Shares |  | Weighted Average Grant Date Fair Value per share
Restricted shares outstanding at January 1, 2019 |  | 313,288 |  |  | $ | 18.99 |
Shares granted |  | 154,440 |  |  | 15.84 |
Shares forfeited |  | (8,457 | ) |  | 17.63 |
Shares vested |  | (138,269 | ) |  | 19.74 |
Restricted shares outstanding at December 31, 2019 |  | 321,002 |  |  | $ | 17.19 |
The following table summarizes the restricted share grants and vestings during the years ended December 31, 2019, 2018, and 2017:
($ in thousands, except share and per share data) |  | Number of Restricted Shares Granted |  | Weighted Average Grant Date Fair Value per share |  | Fair Value of Restricted Shares Vested
2019 |  | 154,440 |  |  | $ | 15.84 |  |  | $ | 2,270 |
2018 |  | 202,043 |  |  | 15.35 |  |  | 2,038 |
2017 |  | 85,150 |  |  | 22.15 |  |  | 2,529 |
As of December 31, 2019, there was $3.9 million of total unrecognized compensation cost related to restricted shares granted under the Plan, which is expected to be recognized in the consolidated statements of operations over a weighted-average period of 1.26 years. We expect to incur $1.8 million of this expense in 2020, $1.4 million in 2021, $0.6 million in 2022, and the remainder in 2023. Performance Awards In 2016, the Compensation Committee established overall target values for incentive compensation for each executive officer, with 40% of the target value being granted in the form of time-based awards and the remaining 60% being granted in the form of performance awards. In 2017, the Compensation Committee awarded each of the four named executive officers a three-year performance award in the form of PSUs. The PSUs may be earned over a three-year performance period from January 1, 2017 to December 31, 2019. The performance criteria will be based 50% on the absolute TSR achieved by the Company over the three-year measurement period and 50% on the relative TSR achieved by the Company measured against a peer group over the three-year measurement period. The total number of PSUs issued to the executive officers was based on a target value of $2.0 million, but may be earned in a range from 0% to 200% of the target value depending on our absolute TSR over the measurement period and our relative TSR over the measurement period in relation to the peer group. Approximately 73,000 PSU's were earned based upon the Company's performance on the relative TSR measurement. In 2018, the Compensation Committee awarded each of the four named executive officers a three-year performance award in the form of PSUs. The PSUs may be earned over a three-year performance period from January 1, 2018 to December 31, 2020. The performance criteria will be based 60% on the relative TSR achieved by the Company measured against a peer group over the three-year measurement period and 40% on the achievement of a defined funds available for distribution ("FAD"). The total number of PSUs issued to the executive officers was based upon a target value of $2.4 million, but may be earned in a range of 0% to 200% of the target. Additionally, any PSUs earned based on the achievement of the pre-established FAD goals will be subject to adjustment (either up or down 25%) based on the Company's absolute TSR over the three-year measurement period. The 2018 and 2017 PSUs were valued at an aggregate value of $2.2 million and $2.2 million, respectively, utilizing a Monte Carlo simulation. We expect to incur $0.7 million of this expense in 2020 and less than $0.1 million in 2021. Restricted Units Time-based restricted unit awards were made on a discretionary basis in 2017, 2018, and 2019 based on review of each prior year's performance. The following table summarizes the activity for time-based restricted unit awards for the year ended December 31, 2019:
|  | Number of Restricted Units |  | Weighted Average Grant Date Fair Value per unit
Restricted units outstanding at January 1, 2019 |  | 124,662 |  |  | $ | 17.60 |
Restricted units granted |  | 84,987 |  |  | 14.11 |
Restricted units vested |  | (45,633 | ) |  | 18.10 |
Restricted units outstanding at December 31, 2019 |  | 164,016 |  |  | $ | 15.65 |
The following table summarizes the time-based restricted unit grants and vestings during the years ended December 31, 2019, 2018, and 2017:
($ in thousands, except unit and per unit data) |  | Number of Restricted Units Granted |  | Weighted Average Grant Date Fair Value per Unit |  | Fair Value of Restricted Units Vested
2019 |  | 84,987 |  |  | $ | 14.11 |  |  | $ | 749 |
2018 |  | 92,019 |  |  | 13.16 |  |  | 1,924 |
2017 |  | 44,490 |  |  | 23.22 |  |  | 1,516 |
As of December 31, 2019, there was $1.5 million of total unrecognized compensation cost related to restricted units granted under the Plan, which is expected to be recognized in the consolidated statements of operations over a weighted-average period of 0.98 years. We expect to incur $1.0 million of this expense in 2020, $0.5 million in 2021, and the remainder in 2022. AO LTIP Units During 2019, in connection with its annual review of executive compensation and as described in the table below, the Compensation Committee of the Company's Board of Trustees approved an aggregate grant of AO LTIP Units (the “awards”) to the Company’s executive officers under the Plan.
Executive |  | Number of AO LTIP Units |  | Participation Threshold per AO LTIP Unit
John A. Kite |  | 1,490,683 |  |  | $ | 15.79 |
Thomas A. McGowan |  | 372,671 |  |  | $ | 15.79 |
Heath R. Fear |  | 253,416 |  |  | $ | 15.79 |
Scott E. Murray |  | 186,335 |  |  | $ | 15.79 |
The Company entered into an award agreement with each executive officer with respect to his awards, which provide terms of vesting, conversion, distribution, and other terms. AO LTIP Units are designed to have economics similar to stock options and allow the recipient, subject to vesting requirements, to realize value above a threshold level set as of the grant date of the award (the “Participation Threshold”). The value of vested AO LTIP Units is realized through conversion into a number of vested LTIP Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold. The AO LTIP Units are only exercisable and convertible into vested LTIP Units of the Operating Partnership to the extent that they become vested AO LTIP Units. The awards of AO LTIP Units are subject to both time-based and stock price performance-based vesting requirements. Subject to the terms of the award agreement, the AO LTIP Units shall vest and become fully exercisable as of the date that both of the following requirements have been met: (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the five-year period following the grant date, the reported closing price per common share of the Company appreciates at least 20% over the applicable Participation Threshold per AO LTIP Unit (as set forth in the table above) for a minimum of 20 consecutive trading days. Any AO LTIP Units that do not become vested will be forfeited and become null and void as of the fifth anniversary of the grant date, but AO LTIP Units may also be forfeited earlier in connection with a corporate transaction or with the holder’s termination of service. The AO LTIP Units were valued using a Monte Carlo simulation, and the resulting total compensation expense of $3.7 million is being amortized over three years. We recognized $1.0 million of compensation expense in 2019. We expect to incur $1.2 million of this expense in 2020, $1.2 million of this expense in 2021, and the remainder in 2022.

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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