13. SHARE-BASED COMPENSATION

Overview of Share-Based Compensation Plans

The Career Education Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s stockholders on May 24, 2016. The 2016 Plan authorizes awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, annual incentive awards, and substitute awards, which generally may be settled in cash or shares of our common stock. Any shares of our common stock that are subject to awards of stock options or stock appreciation rights payable in shares will be counted as 1.0 share for each share issued for purposes of the aggregate share limit and any shares of our common stock that are subject to any other form of award payable in shares will be counted as 1.35 shares for each share issued for purposes of the aggregate share limit. As of December 31, 2016, there were approximately 4.3 million shares of common stock available for future share-based awards under the 2016 Plan, which is net of (i) 0.2 million shares issuable upon exercise of outstanding options and (ii) less than 0.1 million shares underlying restricted stock units, which will be settled in shares of our common stock if the vesting conditions are met and thus reduce the common stock available for future share-based awards under the 2016 Plan by the amount vested. These shares have been multiplied by the applicable factor under the 2016 Plan to determine the remaining shares available as of December 31, 2016. Additionally, as of December 31, 2016, there were approximately 2.9 million shares issuable upon exercise of outstanding options and 1.7 million shares underlying restricted and deferred stock units outstanding, which will be settled in shares of our common stock if the vesting conditions are met, under the previous Career Education Corporation 2008 Incentive Compensation Plan. This plan was replaced by the 2016 Plan and effective May 24, 2016, all future awards will be made under the 2016 Plan. The vesting of all types of equity awards (stock options, stock appreciation rights, restricted stock awards, restricted stock units and deferred stock units) is subject to possible acceleration in certain circumstances. Generally, if a plan participant terminates employment for any reason other than by death or disability during the vesting period, the right to unvested equity awards is forfeited.

As of December 31, 2016, we estimate that compensation expense of approximately $5.0 million will be recognized over the next four years for all unvested share-based awards that have been granted to participants, including stock options, restricted stock units and deferred stock units to be settled in shares of stock but excluding restricted stock units to be settled in cash.

Stock Options. The exercise price of stock options and stock appreciation rights granted under each of the plans is equal to the fair market value of our common stock on the date of grant. Employee stock options generally become exercisable 25% per year over a four-year service period beginning on the date of grant and expire ten years from the date of grant. Non-employee directors’ stock options expire ten years from the date of grant and generally become exercisable as follows: 100% after the first anniversary of the grant date or one-fourth on the grant date and one-fourth for each of the first through third anniversary of the grant date. Grants of stock options are generally only subject to the service conditions discussed previously.

Stock option activity during the years ended December 31, 2016, 2015 and 2014 under all of our plans was as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2013		3,900,435		$	15.15
Granted		746,318			6.89
Exercised		(225,000	)		2.72		$	721
Forfeited		(299,577	)		4.94
Cancelled		(340,212	)		39.49
Outstanding as of December 31, 2014		3,781,964		$	12.88
Granted		848,705			4.83
Exercised		(303,035	)		2.73		$	620
Forfeited		(1,278,150	)		4.60
Cancelled		(391,761	)		20.87
Outstanding as of December 31, 2015		2,657,723		$	14.27
Granted		915,122			4.81
Exercised		(89,773	)		4.17		$	189
Forfeited		(120,964	)		5.11
Cancelled		(276,220	)		24.69
Outstanding as of December 31, 2016		3,085,888		$	11.18	5.66 years	$	10,399
Exercisable as of December 31, 2016		1,818,745		$	15.63	3.40 years	$	3,689

The following table summarizes information with respect to all outstanding and exercisable stock options under all of our plans as of December 31, 2016:

				Options Outstanding						Options Exercisable
Range of Exercise Prices				Number of Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)		Number Exercisable		Weighted Average Exercise Price
$	2.65	$	3.93		363,248	$	3.27		7.02		334,942	$	3.32
$	4.07	$	4.15		307,380	$	4.14		8.65		76,845	$	4.14
$	4.49	$	4.49		683,104	$	4.49		9.18		-	$	-
$	5.00	$	5.96		323,188	$	5.87		8.81		40,510	$	5.65
$	6.51	$	8.63		434,420	$	8.01		2.70		391,900	$	8.09
$	13.32	$	21.80		309,056	$	17.59		1.81		309,056	$	17.59
$	22.04	$	26.15		312,144	$	22.55		2.48		312,144	$	22.55
$	29.02	$	29.68		65,348	$	29.18		2.47		65,348	$	29.18
$	30.67	$	30.67		168,000	$	30.67		2.65		168,000	$	30.67
$	33.96	$	33.96		120,000	$	33.96		0.35		120,000	$	33.96
					3,085,888	$	11.18		5.66		1,818,745	$	15.63

Restricted Stock and Restricted Stock Units to be Settled in Stock. Restricted stock and restricted stock units to be settled in shares of stock generally become fully vested as follows: 25% per year over a four-year service period or one-third for each of the first through third anniversary of the grant date. Certain awards granted in 2016 vest 20% after the first year, 50% after the second year and 30% after the third year and are “performance-based” awards which are subject to performance conditions that, even if the requisite service period is met, may reduce the number of units of restricted stock that vest at the end of the requisite service period or result in all units being forfeited. Also, certain awards granted in 2015 for retention purposes are subject to accelerated vesting and cash settlement in the event of an involuntary not-for-cause termination of employment by the Company.

The following table summarizes information with respect to all outstanding restricted stock and restricted stock units to be settled in shares of stock under our plans during the years ended December 31, 2016, 2015 and 2014:

	Restricted Stock to be Settled in Shares of Stock
	Shares			Weighted Average Grant-Date Fair Value Per Share		Units			Weighted Average Grant-Date Fair Value Per Unit		Total
Outstanding as of December 31, 2013		221,562		$	22.19		538,621		$	8.30		760,183
Granted		-			-		318,940			6.57		318,940
Vested		(136,133	)		22.94		(135,645	)		8.61		(271,778	)
Forfeited		(42,677	)		20.87		(165,776	)		7.90		(208,453	)
Outstanding as of December 31, 2014		42,752		$	21.63		556,140		$	7.35		598,892
Granted ⁽¹⁾		-			-		808,898			5.29		808,898
Vested		(39,969	)		21.62		(197,609	)		7.94		(237,578	)
Forfeited		(2,783	)		21.80		(409,558	)		6.33		(412,341	)
Outstanding as of December 31, 2015 ⁽¹⁾		-		$	-		757,871		$	5.55		757,871
Granted		-			-		1,555,828			4.58		1,555,828
Vested ⁽²⁾		-			-		(381,850	)		5.98		(381,850	)
Forfeited		-			-		(219,645	)		5.06		(219,645	)
Outstanding as of December 31, 2016		-		$	-		1,712,204		$	4.63		1,712,204

_______________

(1)

The total granted awards during 2015 and total outstanding balance as of December 31, 2015 includes an adjustment of 163,566 restricted stock units. These units were previously recorded in the summary table of restricted stock units settled in cash due to the potential for cash settlement upon an involuntary, not for cause termination.

(2)

The total vested awards include 9.2 thousand of vested restricted stock units settled in cash. As a result of the termination provision for certain awards, in the event of an involuntary not-for-cause termination of employment by the Company certain termination scenarios allow for cash-settlement.

Deferred Stock Units to be Settled in Stock. During 2014, we granted deferred stock units to our non-employee directors. The deferred stock units are to be settled in shares of stock and generally vest one-third per year over a three-year service period beginning on the date of grant. Settlement of the deferred stock units and delivery of the underlying shares of stock to the plan participants does not occur until he or she ceases to provide services to the Company in the capacity of a director, employee or consultant.

The following table summarizes information with respect to all deferred stock units during the years ended December 31, 2016, 2015 and 2014:

	Deferred Stock Units to be Settled in Shares			Weighted Average Grant-Date Fair Value Per Unit
Outstanding as of December 31, 2013		-		$	-
Granted		116,952			4.39
Vested		-			-
Forfeited		-			-
Outstanding as of December 31, 2014		116,952		$	4.39
Granted		2,928			5.73
Vested		(19,492	)		4.39
Forfeited		(9,746	)		4.39
Outstanding as of December 31, 2015 ⁽¹⁾		90,642		$	4.43
Granted		-			-
Vested		(14,619	)		4.39
Forfeited		-			-
Outstanding as of December 31, 2016 ⁽¹⁾		76,023		$	4.44

(1)	Includes vested but unreleased awards. These awards are included in total outstanding awards until they are released under the terms of the agreement.

Restricted Stock Units to be Settled in Cash. Restricted stock units to be settled in cash generally become fully vested 25% per year over a four-year service period beginning on the date of grant. Certain awards granted to our Chief Executive Officer in 2015 outside of the 2008 Plan vest 50% per year over a two-year service period. Cash-settled restricted stock units are recorded as liabilities as the expense is recognized and the fair value for these awards is determined at each period end date with changes in fair value recorded in our statement of (loss) income and comprehensive (loss) income in the current period. Cash-settled restricted stock units are settled with a cash payment for each unit vested equal to the closing price on the vesting date. Cash-settled restricted stock units are not included in common shares reserved for issuance or available for issuance under the 2016 Plan.

The following table summarizes information with respect to all cash-settled restricted stock units for the years ended December 31, 2016, 2015 and 2014:

	Restricted Stock Units to be Settled in Cash
Outstanding as of December 31, 2013		2,288,915
Granted		981,136
Vested		(755,656	)
Forfeited		(671,940	)
Outstanding as of December 31, 2014		1,842,455
Granted ⁽¹⁾		873,154
Vested		(444,499	)
Forfeited		(696,060	)
Outstanding as of December 31, 2015 ⁽¹⁾		1,575,050
Granted		461,428
Vested		(610,680	)
Forfeited		(233,720	)
Outstanding as of December 31, 2016		1,192,078

_______________

(1)

Upon vesting, based on the conditions set forth in the award agreements, these units will be settled in cash. We valued these units in accordance with the guidance set forth by FASB ASC Topic 718 – Compensation-Stock Compensation and recognized $5.6 million, $1.4 million and $4.8 million of expense for the years ended December 31, 2016, 2015 and 2014, respectively, for all cash-settled restricted stock units.

Stock-Based Compensation Expense. Total stock-based compensation expense for the years ended December 31, 2016, 2015 and 2014 for all types of awards was as follows (dollars in thousands):

	December 31,
Award Type	2016		2015 ⁽¹⁾		2014
Stock options	$	1,256	$	761	$	1,372
Restricted stock or units settled in stock		1,960		2,532		2,865
Restricted stock units settled in cash		5,569		1,447		4,514
Stock appreciation rights settled in cash		-		-		295
Total stock-based compensation expense	$	8,785	$	4,740	$	9,046

(1)	Stock-based compensation expense for 2015 does not reflect $1.5 million of forfeitures related to our former Chief Executive Officer’s departure which was applied against the separation agreement payment of $2.5 million.

Performance Unit Awards. Performance unit awards granted during 2014, 2015 and 2016 are long-term incentive, cash-based awards. Payment of these awards is based upon a calculation of Total Shareholder Return (“TSR”) of CEC as compared to TSR across a specified peer group of our competitors over a three-year performance period ending primarily on December 31, 2016, 2017 and 2018, respectively. These awards are recorded as liabilities as the expense is recognized and fair value for these awards is revalued at each period end date with changes in fair value recorded in our statement of (loss) income and comprehensive (loss) income in the current period. We recorded $5.4 million, $2.1 million and $3.5 million for expense related to these awards for the years ended December 31, 2016, 2015 and 2014, respectively.

Share-Based Awards Assumptions

In accordance with FASB ASC Topic 718, the fair value of each stock option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. We recognize the value of share-based compensation as expense in our consolidated statements of (loss) income and comprehensive (loss) income during the vesting periods of the underlying share-based awards using the straight-line method. FASB ASC Topic 718 requires companies to estimate forfeitures of share-based awards at the time of grant and revise such estimates in subsequent periods if actual forfeitures differ from original projections.

The fair value of each stock option award granted during the years ended December 31, 2016, 2015 and 2014 was estimated on the date of grant using the Black-Scholes-Merton option pricing model. Our determination of the fair value of each stock option is affected by our stock price on the date of grant, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the expected life of the awards and actual and projected stock option exercise behavior. The weighted average fair value per share of stock option awards granted during the years ended December 31, 2016, 2015 and 2014, and assumptions used to value stock options are as follows:

	For the Year Ended December 31,
	2016			2015			2014
Dividend yield		-			-			-
Risk-free interest rate		1.3	%		1.6	%		1.4	%
Weighted average volatility		70.4	%		73.2	%		73.0	%
Expected life (in years)		4.8			5.1			4.3
Weighted average grant date fair value per share of options granted	$	2.75		$	2.86		$	3.89

Volatility is calculated based on the actual historical daily prices of our common stock over the expected term of the stock option award. During the year ended December 31, 2016, we utilized a range of expected volatility assumptions for purposes of estimating the fair value of stock options awarded during the period. Such volatility assumptions ranged from 66.3% to 76.8%.

The expected life of each stock option award is estimated based primarily on our actual historical director and employee exercise behavior.

The fair value of each share of restricted stock and restricted stock units to be settled in stock is equal to the fair market value of our common stock as of the date of grant, which is the closing price per share of our common stock on NASDAQ.