As of December 31, 2019, there was one share-based compensation plan under which the Company has outstanding awards, the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan. The Compensation Committee of the Board of Directors (the “Committee”) administers the 2012 Plan.

In accordance with the provisions of ASU 2016-09, which are designed to simplify the accounting for share-based payments transactions, the Company elected to account for forfeitures of share-based payments as they occur rather than continuing to estimate them in advance.

Under the 2012 Plan, common stock may be awarded either alone, in addition to, or in tandem with other granted stock awards. The Committee has the authority to determine eligible persons to whom common stock will be awarded, the number of shares to be awarded and the duration of the vesting period, as defined. Generally, an award of common stock vests either immediately at grant or in equal installments over a period of five years. Stock awarded to independent directors is fully vested upon grant; however, the independent directors may not transfer such shares during their board term. The Committee may also provide for the issuance of common stock under the 2012 Plan on a deferred basis pursuant to deferred compensation arrangements. The fair value of common stock awarded under the 2012 Plan is determined based on the market price of CBL’s common stock on the grant date and the related compensation expense is recognized over the vesting period on a straight-line basis.

The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period.

The share-based compensation cost related to the restricted stock awards was $ 3,396, $ 3,744 and $ 3,907 for 2019, 2018 and 2017, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. Share-based compensation cost capitalized as part of real estate assets was $ 66, $ 287 and $ 405 in 2019, 2018 and 2017, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of December 31, 2019, and changes during the year ended December 31, 2019, is presented below:

	Shares			Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2019		875,497		$	7.99
Granted		889,811		$	2.20
Vested		( 780,888	)	$	4.95
Forfeited		( 12,574	)	$	5.87
Nonvested at December 31, 2019		971,846		$	5.16

The weighted-average grant-date fair value of shares granted during 2019, 2018 and 2017 was $ 2.20, $ 4.55 and $ 10.75, respectively. The total fair value of shares vested during 2019, 2018 and 2017 was $ 3,869, $ 2,189 and $ 2,791, respectively.

As of December 31, 2019, there was $ 2,950 of total unrecognized compensation cost related to nonvested stock awards granted under the 2012 Plan, which is expected to be recognized over a weighted-average period of 2.4 years.

In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three-year performance period is determined, for awards granted in 2017 and prior years, based on the Company's

achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the National Association of Real Estate Investment Trusts (“ NAREIT ”) Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

Beginning with the PSU awards granted under the LTIP in 2018, two-thirds of the quantitative portion of the award over the performance period is based on the achievement of TSR relative to the NAREIT Retail Index while the remaining one-third is based on the achievement of absolute TSR metrics for the Company.

In February 2020, the 2012 Plan was amended to remove the annual equity grant limit of 200,000 shares for awards to any one individual (the “Section 162(m) Grant Limit”), originally included to achieve compliance with the “qualified performance-based compensation” exception to the deduction limits for certain executive compensation under Section 162(m) of the Internal Revenue Code, which no longer served its intended purpose after this exception was repealed by the 2017 tax reform legislation Prior to this amendment, PSU awards granted under the LTIP in 2018 and 2019 provided that, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed the Section 162(m) Grant Limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable. PSU awards granted in 2020, following repeal of the Section 162(m) Grant Limit, included the addition of a similar provision to maintain compliance with annual equity grant limits incorporated in Section 312.03(b) of the New York Stock Exchange Listed Company Manual, which limits the number of shares subject to stock awards granted to a named executive officer in a given year without additional shareholder approval to one percent ( 1%) of the total number of outstanding shares of the Company’s common stock (the “NYSE Annual Grant Limit”). Any portion of the value of the PSUs granted in 2018 or 2019 that is earned and payable as a cash bonus due to the Section 162(m) Grant Limit, and any portion of the value of PSUs granted in 2020 or future years that is payable as a cash bonus due to the NYSE Annual Grant Limit, will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs and is not expected to be significant. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs earned.

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in four equal annual installments. Outstanding restricted stock, and related grant/vesting/forfeiture activity during 2019 for awards made to named executive officers under the LTIP, is included in the information presented in the table above.

The Company granted the following PSUs in the first quarter of the respective years. A summary of PSU activity as of December 31, 2019, and changes during the year ended December 31, 2019, is presented below:

	PSUs			Weighted-Average Grant Date Fair Value
2017 PSUs granted		277,376		$	6.86
2018 PSUs granted		741,977		$	2.63
Forfeited		( 108,442	)	$	4.02
Outstanding at January 1, 2019		910,911		$	4.67
2019 PSUs granted ⁽¹⁾		1,103,537		$	2.40
2017 PSUs cancelled ⁽²⁾		( 247,868	)	$	6.76
Outstanding at December 31, 2019 ⁽³⁾		1,766,580		$	2.96

Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter.

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

The fair value of the potential cash component related to the 2018 and 2019 PSUs is measured each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the consolidated balance sheet as of December 31, 2019 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the 2019 PSUs, previously recognized compensation expense related to the liability-classified awards would be reversed as there would be no value at the settlement date.

Share-based compensation expense related to the PSUs was $ 1,564, $ 1,364 and $ 1,501 in 2019, 2018 and 2017, respectively. Unrecognized compensation costs related to the PSUs was $ 2,374 as of December 31, 2019, which is expected to be recognized over a weighted-average period of 4.0 years.

The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs:

	2019 PSUs			2018 PSUs
Grant date	February 11, 2019			February 12, 2018
Fair value per share on valuation date ⁽¹⁾	$	4.74		$	4.76
Risk-free interest rate ⁽²⁾		2.54	%		2.36	%
Expected share price volatility ⁽³⁾		60.99	%		42.02	%

(1)

The value of the PSU awards is estimated on the date of grant using a Monte Carlo Simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of 357,800 shares at a fair value of $ 2.45 per share (which relate to relative TSR) and 178,875 shares at a fair value of $ 2.29 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2018 PSUs classified as equity consists of 240,164 shares at a fair value of $ 3.13 per share (which relate to relative TSR) and 120,064 shares at a fair value of $ 1.63 per share (which relate to absolute TSR) .