Stock-Based Compensation Plans and Employee Benefits

Stock-Based Compensation—The Company recorded stock-based compensation expense, including the expense related to performance incentive plans (see below), of $17.6 million, $18.8 million and $10.9 million, respectively, for the years ended December 31, 2018, 2017 and 2016 in "General and administrative" in the Company's consolidated statements of operations. As of December 31, 2018, there was $2.0 million of total unrecognized compensation cost related to all unvested restricted stock units that is expected to be recognized over a weighted average remaining vesting/service period of 1.98 years.

Performance Incentive Plans—The Company's Performance Incentive Plan ("iPIP") is designed to provide, primarily to senior executives and select professionals engaged in the Company's investment activities, long-term compensation which has a direct relationship to the realized returns on investments included in the plan. The fair value of points is determined using a model that forecasts the Company's projected investment performance. iPIP is a liability-classified award, which will be remeasured each reporting period at fair value until the awards are settled. The following is a summary of the status of the Company’s iPIP points and changes during the year ended December 31, 2018.



	Year Ended December 31, 2018
	iPIP Investment Pool
	2013-2014		2015-2016		2017-2018
Points at beginning of period	86.57		84.16		40.97
Granted	0.50		—		49.33
Forfeited	(1.30	)	(4.75	)	(7.87	)
Points at end of period	85.77		79.41		82.43

In 2018, the Company made initial distributions to participants in the 2013-2014 investment pool following a determination that, as of December 31, 2017, the Company had realized a return of all invested capital in the assets included in the 2013-2014 investment pool, together with a return based on leverage and a preferred return hurdle of 9.0%. The amount distributable to participants was reduced by 4.3% based on the Company's total shareholder return in accordance with the provisions of the iPIP and, as a result, iPIP participants received total distributions in the amount of $15.6 million as compensation, comprised of $7.8 million in cash and 685,624 shares of the Company's common stock, with a fair value of $7.8 million or $11.37 per share, which are fully-vested and issued under the 2009 LTIP (see below). After deducting statutory minimum tax withholdings, a total of 374,055 shares of the Company's common stock were issued. As of December 31, 2018 and 2017, the Company had accrued compensation costs relating to iPIP of $37.5 million and $38.1 million, respectively, which are included in "Accounts payable, accrued expenses and other liabilities" on the Company's consolidated balance sheets.

Long-Term Incentive Plan—The Company's shareholders approved the Company's 2009 Long-Term Incentive Plan (the "2009 LTIP") which is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company. Shareholders approved amendments to the 2009 LTIP and the performance-based provisions of the 2009 LTIP in 2014. The 2009 LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards. A maximum of 8.0 million shares of common stock may be awarded under the 2009 LTIP. All awards under the 2009 LTIP are made at the discretion of the Company's Board of Directors or a committee of the Board of Directors.

As of December 31, 2018, an aggregate of 2.6 million shares remain available for issuance pursuant to future awards under the Company's 2009 LTIP.

Restricted Share Issuances—During the year ended December 31, 2018, the Company granted 213,609 shares of common stock to certain employees under the 2009 LTIP as part of annual incentive awards that included a mix of cash and equity awards. The weighted average grant date fair value per share of these share awards was $10.10 and the total fair value was $2.2 million. The shares are fully-vested and 135,503 shares were issued net of statutory minimum required tax withholdings. The employees are restricted from selling these shares for up to 18 months from the date of grant.

Restricted Stock Units—Changes in non-vested restricted stock units ("Units") during the year ended December 31, 2018 were as follows (number of shares and $ in thousands, except per share amounts):



	Number of Shares		Weighted Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Non-vested as of December 31, 2017	282		$	10.98	$	3,183
Granted	278		$	10.16
Vested	(142	)	$	10.37
Forfeited	(61	)	$	10.36
Non-vested as of December 31, 2018	357		$	10.68	$	3,277

The total fair value of Units vested during the years ended December 31, 2018, 2017 and 2016 was $1.4 million, $0.9 million and $2.9 million, respectively. The weighted-average grant date fair value per share of Units granted during the years ended December 31, 2018, 2017 and 2016 was $10.16, $12.09 and $10.11, respectively.

Directors' Awards—Non-employee directors are awarded CSEs or restricted share awards at the time of the annual shareholders' meeting in consideration for their services on the Company's Board of Directors. During the year ended December 31, 2018, the Company awarded to non-employee Directors 67,631 restricted shares of common stock at a fair value per share of $10.65 at the time of grant. These restricted shares have a vesting term of one year. The Company also issued a total of 2,805 CSEs at a fair value of $10.91 in respect of dividend equivalents on outstanding CSEs during the year ended December 31, 2018. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the CSEs and restricted shares of common stock vest and are settled. As of December 31, 2018, a combined total of 239,801 CSEs and restricted shares of common stock granted to members of the Company's Board of Directors remained outstanding under the Company's Non-Employee Directors Deferral Plan, with an aggregate intrinsic value of $2.2 million.

401(k) Plan—The Company has a savings and retirement plan (the "401(k) Plan"), which is a voluntary, defined contribution plan. All employees are eligible to participate in the 401(k) Plan following completion of three months of continuous service with the Company. Each participant may contribute on a pretax basis up to the maximum percentage of compensation and dollar amount permissible under Section 402(g) of the Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404 and 415. At the discretion of the Company's Board of Directors, the Company may make matching contributions on the participant's behalf of up to 50% of the participant's contributions, up to a maximum of 10% of the participants' compensation. The Company made gross contributions of $1.1 million, $1.1 million and $1.0 million, respectively, for the years ended December 31, 2018, 2017 and 2016.