15. Stock-Based Compensation

On April 16, 2003, the Company's Board of Directors adopted and approved the 2003 Long Term Incentive Compensation Plan (the "2003 Plan"). On May 22, 2003, the Company's shareholders approved the 2003 Plan. The 2003 Plan was effective June 1, 2003 and permitted the grant of options to purchase common stock and other market-based and performance-based awards. Up to 12,000,000 shares of common stock were available for awards under the 2003 Plan. The 2003 Plan provided for the granting of both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options, which do not so qualify. The exercise price per share may be no less than (i) 100% of the fair market value of the common stock on the date an option is granted for incentive stock options and (ii) 85% of the fair market value of the common stock on the date an option is granted for nonqualified stock options. However the shares which remained available for issuance under such plan as of November 12, 2008 are no longer available for issuance and all future equity awards will be pursuant to the 2008 Long Term Incentive Compensation Plan (the "2008 Plan") described below.

On August 20, 2008, the Company's Board of Directors adopted and approved the 2008 Plan. On November 12, 2008, the Company's shareholders approved the 2008 Plan. The 2008 Plan permits the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights, restricted stock, phantom stock units and other equity and cash awards to employees. Non-employee directors are eligible to receive all such awards, other than incentive stock options. On June 9, 2011, the Company's shareholders approved an amendment to the 2008 Plan to increase the aggregate number of shares of common stock that may be issued by 2,350,000 to 9,250,000. Awards of stock options and stock appreciation rights will be counted against the 9,250,000 limit as one share of common stock for each share granted. However, each share awarded in the form of restricted stock, or any other full value stock award, will be counted as issuing 2.44 shares of common stock for purposes of determining the number of shares available for issuance under the plan. Any awards that are not settled in shares of common stock shall not count against this limit. At December 31, 2013, there were 872,105 options available for future grants under the 2008 Plan.

In connection with the Spin-Off of GLPI, employee stock options and cash settled stock appreciation rights were converted through the issuance of GLPI employee stock options and GLPI cash settled stock appreciation rights and an adjustment to the exercise prices of their Penn awards. The number of options and cash settled stock appreciation rights, subject to and the exercise price of each converted award was adjusted to preserve the same intrinsic value of the awards that existed immediately prior to the Spin-Off. As such, no incremental compensation expense was recorded as a result of this conversion.

Holders of outstanding restricted stock awards and cash settled phantom stock unit awards received an additional share of restricted stock or cash settled phantom stock unit awards in GLPI common stock at the Spin-Off so that the intrinsic value of these awards were equivalent to those that existed immediately prior to the Spin-Off.

The unrecognized compensation costs associated with GLPI restricted stock awards, GLPI cash settled phantom stock unit awards, GLPI stock options and GLPI cash settled stock appreciation rights held by Penn employees will continue to be recognized on the Company's financial statements over the awards remaining vesting periods. However, the unrecognized compensation costs at the Spin-Off date associated with these awards and any similar Penn awards held by former Penn employees (including but not limited to the Company's former Chief Executive Officer, Chief Financial Officer, and Senior Vice President of Corporate Development) who are now employed by GLPI effective November 1, 2013, will be recorded on GLPI's financial statements.

Stock options that expire between January 29, 2014 and April 19, 2019, have been granted to officers, directors, employees, and predecessor employees to purchase common stock at prices ranging from $2.83 to $14.41 per share. All options were granted at the fair market value of the common stock on the date the options were granted and have contractual lives ranging from 7 to 10 years. The Company issues new authorized common shares to satisfy stock option exercises as well as restricted stock lapses.

The following table contains information on stock options issued under the plans for the year ended December 31, 2013:

			Weighted-Average Exercise Price			Aggregate Intrinsic Value (in thousands)

Outstanding at December 31, 2012	11,805,688		$	7.33
Granted	—			—
Exercised	(2,452,865	)		6.95
Exchanged(1)	(2,022,985	)		7.14
Canceled	(13,125	)		6.64


Outstanding at December 31, 2013	7,316,713		$	7.51	3.35	$	52,052

(1): Represents the impact of Peter M. Carlino's option exchange transaction, in connection with the Spin-Off, which occurred on November 1, 2013.

As discussed above and in Note 2, the weighted average exercise prices shown in the table above were reduced as a result of the Spin-Off.

The weighted-average grant-date fair value of options granted during the years ended December 31, 2012 and 2011 were $17.19 and $16.68, respectively. No option grants were awarded in 2013 as the Company chose to grant restricted stock awards instead.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $46.0 million, $23.2 million, and $9.5 million, respectively.

At December 31, 2013, there were 5,331,652 shares that were exercisable, with a weighted-average exercise price of $7.24, a weighted-average remaining contractual term of 2.98 years, and an aggregate intrinsic value of $39.3 million.

The following table summarizes information about stock options outstanding at December 31, 2013:

	Exercise Price Range						Total

	$2.83 to $6.81		$6.96 to $8.19		$8.33 to $14.41		$2.83 to $14.41
Outstanding options
Number outstanding		2,611,174		2,537,258		2,168,281		7,316,713
Weighted-average remaining contractual life (years)		2.16		3.81		4.23		3.35
Weighted-average exercise price	$	5.96	$	7.64	$	9.22	$	7.51
Exercisable options
Number outstanding		2,253,143		1,927,821		1,150,688		5,331,652
Weighted-average exercise price	$	5.89	$	7.47	$	9.50	$	7.24

The following table contains information on restricted stock awards issued under the plans for the year ended December 31, 2013:



Outstanding at December 31, 2012	210,527
Awarded	257,500
Released	(85,782	)
Exchanged(1)	(60,000	)
Canceled	(30,434	)


Outstanding at December 31, 2013	291,811

(1): Represents the impact of Peter M. Carlino's award exchange transaction, in connection with the Spin-Off, which occurred on November 1, 2013.

Compensation costs related to stock-based compensation for the years ended December 31, 2013, 2012 and 2011 totaled $22.8 million pre-tax ($13.8 million after-tax), $28.6 million pre-tax ($19.9 million after-tax) and $24.7 million pre-tax ($17.8 million after-tax), respectively, and are included within the consolidated statements of operations under general and administrative expense.

At December 31, 2013 and 2012, the total compensation cost related to nonvested awards not yet recognized equaled $20.0 million and $35.0 million, respectively, including $13.2 million and $33.3 million for stock options, respectively, and $6.8 million and $1.7 million for restricted stock, respectively. This cost is expected to be recognized over the remaining vesting periods, which will not exceed five years.

The Company has also issued cash-settled phantom stock unit awards, which vest over a period of four to five years. Cash-settled phantom stock unit awards entitle employees and directors to receive cash based on the fair value of the Company's common stock on the vesting date. These phantom stock unit awards are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period in accordance with ASC 718-30, "Compensation—Stock Compensation, Awards Classified as Liabilities." As of December 31, 2013, there was $16.5 million of total unrecognized compensation cost that will be recognized over the grants remaining weighted average vesting period of 2.72 years. For the years ended December 31, 2013, 2012 and 2011, the Company recognized $11.9 million $5.9 million and $2.1 million of compensation expense associated with these awards, respectively. Amounts paid by the Company for the years ended December 31, 2013, 2012, and 2011 on these cash settled awards totaled $6.6 million, $2.6 million, and $1.8 million, respectively.

Additionally, starting in 2011, the Company has issued stock appreciation rights to certain employees, which vest over a period of four years. The Company's stock appreciation rights are accounted for as liability awards since they will be settled in cash. The fair value of these awards is calculated during each reporting period and estimated using the Black-Scholes option pricing model based on the various inputs discussed previously. As of December 31, 2013, there was $8.9 million of total unrecognized compensation cost that will be recognized over the awards remaining weighted average vesting period of 1.84 years. For the years ended December 31, 2013, 2012 and 2011, the Company recognized $7.5 million, $4.4 million and $1.4 million, respectively, of compensation expense associated with these awards. Amounts paid by the Company for the years ended December 31, 2013 and 2012 on these cash settled awards totaled $1.7 million and $0.2 million, respectively. No payments were made for the year ended December 31, 2011.