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Stock Options, Restricted Stock and Restricted Stock Units

3 Months Ended

Mar. 31, 2015

Stock Options, Restricted Stock and Restricted Stock Units [Abstract]

Stock Options, Restricted Stock and Restricted Stock Units

6.	Stock Options, Restricted Stock and Restricted Stock Units

In April 2011, the Company’s stockholders approved the Strayer Education, Inc. 2011 Equity Compensation Plan (the “2011 Plan”), which provides for the granting of restricted stock, restricted stock units, stock options intended to qualify as incentive stock options, options that do not qualify as incentive stock options, and other forms of equity compensation and performance-based awards to employees, officers and directors of the Company, or to a consultant or advisor to the Company, at the discretion of the Board of Directors. Vesting provisions are at the discretion of the Board of Directors. Options may be granted at option prices based at or above the fair market value of the shares at the date of grant. The maximum term of the awards granted under the 2011 Plan is ten years. On May 5, 2015, the Company’s shareholders approved the Strayer Education, Inc. 2015 Equity Compensation Plan (see Note 11 below).

In February 2015, the Company’s Board of Directors approved grants of 71,991 shares of restricted stock to certain individuals. These shares, which vest 100% in February 2019, were granted pursuant to the 2011 Plan. The Company’s stock price closed at $70.15 on the date of these restricted stock grants.

Dividends paid on unvested restricted stock are reimbursed to the Company if the recipient forfeits his or her shares as a result of termination of employment prior to vesting in the award, unless waived by the Board of Directors.

Restricted Stock and Restricted Stock Units

The table below sets forth the restricted stock and restricted stock units activity for the three months ended March 31, 2015:

	Number of shares or units			Weighted- average grant price
Balance, December 31, 2014		524,216		$	115.67
Grants		71,991		$	70.15
Vested shares		—		$	—
Forfeitures		(1,298	)	$	115.55
Balance, March 31, 2015		594,909		$	109.71

Stock Options

The table below sets forth the stock option activity for the three months ended March 31, 2015 and other stock option information at March 31, 2015:

	Number of shares		Weighted-average exercise price		Weighted-average remaining contractual life (years)		Aggregate intrinsic value⁽¹⁾ (in thousands)
Balance, December 31, 2014		100,000	$	51.95		6.0	$	2,233
Grants		—		—
Exercises		—		—
Forfeitures/Expirations		—		—
Balance, March 31, 2015		100,000	$	51.95		5.8	$	146
Exercisable, March 31, 2015		100,000	$	51.95		5.8	$	146

⁽¹⁾

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the respective trading day and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options been exercised on the respective trading day. The amount of intrinsic value will change based on the fair market value of the Company’s common stock.

Valuation and Expense Information under Stock Compensation Topic ASC 718

At March 31, 2015, total stock-based compensation cost which has not yet been recognized was $30.8 million for unvested restricted stock, restricted stock units, and stock option awards. This cost is expected to be recognized over the next 40 months on a weighted-average basis. Awards of approximately 426,000 shares of restricted stock and restricted stock units are subject to performance conditions. The accrual for stock-based compensation for performance awards is based on the Company’s estimates that such performance criteria are probable of being achieved. Such a determination involves significant judgment surrounding the Company’s ability to maintain regulatory compliance. If the performance targets are not reached during the vesting period, or it is determined it is more likely than not that the performance criteria will not be achieved, related compensation expense is adjusted.

The following table sets forth the amount of stock-based compensation expense recorded in each of the expense line items (in thousands):

	For the three months ended March 31,
	2014		2015
Instruction and educational support	$	434	$	367
Marketing		—		—
Admissions advisory		—		—
General and administration		1,527		2,084
Stock-based compensation expense included in operating expense		1,961		2,451
Tax benefit		781		956
Stock-based compensation expense, net of income tax	$	1,180	$	1,495

During the three months ended March 31, 2014 the Company recognized a tax shortfall related to share-based payment arrangements of $1.6 million. No restricted stock or restricted stock units vested during the three months ended March 31, 2015. No stock options were exercised during the three months ended March 31, 2014 or 2015.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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