12. COMPENSATION

Awards to employees under our Amended and Restated 2010 Long-Term Incentive Plan are typically granted and vest during the first quarter of each year. We also grant restricted stock to our independent directors under our Amended and Restated 2010 Independent Director Stock Plan, which vests based upon the completion of a service period. Certain of our executives have made the election to receive OP units in lieu of shares of common stock upon vesting of their award grants.

All share-based compensation awards, regardless of the form of payout upon vesting, are presented in the following table, which summarizes our stock-based award activity. For performance-based awards, the number of shares deemed to be issued per the table below reflects the number of units at target performance. Performance-based awards contain terms which dictate that the number of award units to be issued will vary based upon actual performance compared to the respective plan’s performance metrics, with the potential for certain awards to earn additional shares beyond target performance (number of units in thousands):



	Nine Months Ended
	September 30, 2019
	Restricted Stock Awards⁽¹⁾		Performance Stock Awards⁽¹⁾		Phantom Stock Units		Weighted-Average Grant-Date Fair Value⁽²⁾
Nonvested at December 31, 2018	808		199		998		$	10.60
Granted	470		2,293		—		11.05
Vested	(196	)	—		—		10.99
Forfeited	(93	)	(7	)	(43	)	10.77
Nonvested at September 30, 2019	989		2,485		955		$	10.86


⁽¹⁾	The maximum number of award units that could be issued under all outstanding grants, excluding phantom stock units as they are settled in cash, was 3.9 million as of September 30, 2019. The number of award units expected to vest, excluding phantom units as they are settled in cash, was 2.3 million as of September 30, 2019.


⁽²⁾	On an annual basis, we engage an independent third-party valuation advisory consulting firm to estimate the EVPS of our common stock. The weighted-average grant-date fair value calculated herein reflects the EVPS on the grant date.

On March 12, 2019, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved a new form of award agreement under the Company’s Amended and Restated 2010 Long-Term Incentive Plan for performance-based long term incentive units (“Performance LTIP Units”) and made one-time grants of Performance LTIP Units to certain of our executives. Any amounts earned under the Performance LTIP Unit award agreements will be issued in the form of LTIP Units, which represent OP units that are structured as a profits interest in the Operating Partnership. Dividends will accrue on the Performance LTIP Units until the measurement date, subject to a quarterly distribution of 10% of the regular quarterly distributions.

During the three months ended September 30, 2019 and 2018, the expense for all stock-based awards, including phantom stock units, was $2.4 million and $3.0 million, respectively. During each of the nine months ended September 30, 2019 and 2018, the expense was $7.7 million. We had $17.9 million of unrecognized compensation costs related to these awards that we expect to recognize over a weighted average period of approximately four years. The fair value at the vesting date for stock-based awards that vested during the nine months ended September 30, 2019 was $2.2 million.