NOTE 9 – SHARE-BASED COMPENSATION

Equity Compensation Plan

Under the Company’s 2009 Omnibus Incentive Plan, as amended (the “Incentive Plan”), 3,434,775 shares remained reserved for issuance and were available for new awards under the Incentive Plan as of December 31, 2015.

Awards under the Incentive Plan may include incentive stock options, non-qualified stock option awards (“Stock Option”), stock appreciation rights, non-vested shares of Common Stock (“Restricted Stock”), restricted stock units, performance share or unit awards, other share-based awards and cash-based incentive awards. Awards under the Incentive Plan may be granted to employees, directors, consultants or other persons providing services to the Company or its affiliates. The Incentive Plan also provides for awards that are intended to qualify as “performance-based compensation” in order to preserve the deductibility of such compensation by the Company under Section 162(m) of the Internal Revenue Code.

The following table provides certain information related to Stock Options and Restricted Stock during the year ended December 31, 2015 (in thousands, except per share data):

	For the year ended December 31, 2015
	Stock Options									Restricted Stock
				Weighted									Weighted
				Average				Weighted					Average
				Exercise		Aggregate		Average					Grant Date
	Number of			Price per		Intrinsic		Remaining		Number of			Fair Value
	Options			Share (1)		Value		Term		Shares (2)			per Share (1)
Outstanding as of December 31, 2014		2,405		$	6.99						675		$	12.40
Granted		750			23.72						615			26.04
Forfeited		(60	)		7.33					n/a			n/a
Exercised		(751	)		5.08					n/a			n/a
Vested	n/a			n/a							(675	)		12.40
Expired		(75	)		4.87					n/a			n/a
Outstanding as of December 31, 2015		2,269		$	13.22	$	23,351		4.01		615		$	26.04
Exercisable as of December 31, 2015		645		$	8.37	$	9,554		2.58

(1)

Unless otherwise specified, such as in the case of the exercise of Stock Options, the per share prices were determined using the closing price of the Company’s Common Stock as quoted on the exchanges on which the Company was listed. Shares issued upon exercise of options represent original issuances in private transactions pursuant to Section 4(2) of the Securities Act of 1933, as amended or issuances under the Company's Incentive Plan.

(2)	All shares outstanding as of December 31, 2015 are expected to vest.

n/a	Not applicable

The following table provides certain information in connection with the Company’s share-based compensation arrangements for the periods presented (in thousands):

	Year Ended December 31,
	2015		2014		2013
Compensation expense:
Stock options	$	1,389	$	675	$	930
Restricted stock		15,997		11,667		5,487
Total	$	17,386	$	12,342	$	6,417
Deferred tax benefits:
Stock options	$	532	$	260	$	359
Restricted stock		4,816		83		433
Total	$	5,348	$	343	$	792
Realized tax benefits:
Stock options	$	5,369	$	7,321	$	2,365
Restricted stock		—		967		374
Total	$	5,369	$	8,288	$	2,739
Excess tax benefits (shortfall):
Stock options	$	5,310	$	6,472	$	418
Restricted stock		—		534		(59	)
Total	$	5,310	$	7,006	$	359
Weighted average fair value per option or share:
Stock option grants	$	6.34	$	3.39	$	0.79
Restricted stock grants	$	26.04	$	12.88	$	5.43
Intrinsic value of options exercised	$	14,734	$	18,979	$	6,131
Fair value of restricted stock vested	$	17,505	$	28,350	$	2,548
Cash received for strike price and tax withholdings	$	519	$	73	$	—
Shares acquired through cashless exercise (1)		611		1,787		1,966
Value of shares acquired through cashless exercise (1)	$	15,445	$	26,947	$	12,630

(1)	All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised or Restricted Stock vested. These shares have been cancelled by the Company.

The following table provides the amount of unrecognized compensation expense as of the most recent balance sheet date and the weighted average period over which those expenses will be recorded for both Stock Options and Restricted Stock (dollars in thousands):

	As of December 31, 2015
	Stock		Restricted
	Options		Stock
Unrecognized expense	$	4,795	$	3,433
Weighted average remaining years		2.63		0.20

Stock Options

Stock Options granted by the Company generally expire between 5 to 7 years from the grant date and generally vest over a 1 to 3 year service period commencing on the grant date.

The Company used the modified Black-Scholes model to estimate the fair value of employee Stock Options on the date of grant utilizing the assumptions noted below. The risk-free rate is based on the U.S. Treasury bill yield curve in effect at the time of grant for the expected term of the option. The expected term of options granted represents the period of time that the options are expected to be outstanding. Expected volatilities are based on historical volatilities of our Common Stock. The dividend yield was based on expected dividends at the time of grant.

The following table provides the assumptions utilized in the Black-Scholes model for Stock Options granted during the periods presented:

	Year Ended December 31,
	2015			2014			2013
Weighted-average risk-free interest rate		0.54	%		0.48	%		0.27	%
Expected term of option in years		3.38			2.98			3.21
Weighted-average volatility		44.3	%		40.3	%		34.1	%
Dividend yield		3.4	%		3.9	%		9.1	%
Weighted average grant date fair value per share	$	6.34		$	3.39		$	0.79

Restricted Stock Grants

Restricted Stock grants are awarded to certain employees in consideration for services rendered pursuant to terms of employment agreements and or to provide to those employees with a continued incentive to share in the success of the Company. Restricted Stock generally vests over a three year service period commencing on the grant date.