3.	STOCK-BASED COMPENSATION

Our Third Amended and Restated

2006

Omnibus Incentive Plan, as amended (the "Incentive Plan") governs the issuance of equity awards and other incentive compensation to management and members of the board of directors. On

May 8, 2019,

the stockholders, upon recommendation of the board of directors, approved the First Amendment (the “First Amendment”) to the Third Amended and Restated Incentive Plan. The First Amendment (i) increases the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional

750,000

shares, (ii) implements additional changes designed to comply with certain shareholder advisory group guidelines and best practices, (iii) makes technical updates related to Section

162

(m) of the Internal Revenue Code in light of the

2017

Tax Cuts and Jobs Act, (iv) re-sets the term of the Incentive Plan to expire with respect to the ability to grant new awards on

March 31, 2029,

and (v) makes such other miscellaneous, administrative and conforming changes as were necessary.

The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, non-employee directors, and eligible participants under various types of options, restricted share awards, or other equity instruments. At

December 31, 2019

477,245

of the

2,300,000

shares noted above were available for award under the amended Incentive Plan.

participant in the Incentive Plan

may

receive awards of any type of equity instruments in any calendar-year that relates to more than

200,000

shares of our Class A common stock.

awards

may

be made under the Incentive Plan after

March 31, 2023.

To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.

Included in salaries, wages, and related expenses within the consolidated statements of operations is stock-based compensation expense of

$0.4

million

$4.8

million

, and

$1.0

million

2019,

2018,

and

2017

, respectively. Included in general supplies and expenses within the consolidated statements of operations is stock-based compensation expenses for non-employee directors of

0.4

million

2019

and

2018

and

$0.3

million

2017

, respectively. All stock compensation expense recorded in

2019,

2018,

and

2017

relates to restricted shares granted, as

options were granted during these periods. Associated with stock compensation expense was

0.1

million

, of income tax expense in

2019

and

2018

as well as income tax benefit of

$0.3

million

2017

, respectively, related to the exercise of stock options and restricted share vesting.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows the participant to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes. To satisfy withholding requirements for shares that vested, certain participants elected to deliver to us

62,255

11,052

, and

31,297

Class A common stock shares, which were withheld at weighted average per share prices of

$17.75

$21.89

, and

$25.09

, respectively, based on the closing prices of our Class A common stock on the dates the shares vested in

2019,

2018,

and

2017

, respectively, in lieu of the federal and state minimum statutory tax withholding requirements. We remitted

$1.1

million

$0.2

million

, and

$0.8

million

2019,

2018,

and

2017

, respectively, to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements. The payment of minimum tax withholdings on stock compensation are reflected within the issuances of restricted shares from treasury stock in the accompanying consolidated statement of stockholders' equity.

The following table summarizes our restricted share award activity for the fiscal years ended

December 31,

2019,

2018,

and

2017

	Number of			Weighted
	stock			average grant
	awards			date fair
	(in thousands)			value

Unvested at December 31, 2016		265		$	18.63

Granted		434		$	16.69
Vested		(96	)	$	12.78
Forfeited		(16	)	$	19.25
Unvested at December 31, 2017		587		$	18.14

Granted		153		$	30.32
Vested		(35	)	$	25.97
Forfeited		(30	)	$	27.58
Unvested at December 31, 2018		675		$	20.08

Granted		351		$	15.42
Vested		(191	)	$	19.22
Forfeited		(48	)	$	19.33
Unvested at December 31, 2019		787		$	18.25

The unvested shares at

December 31, 2019

will vest based on when and if the related vesting criteria are met for each award. All awards require continued service to vest, and

250,112

of these awards vest solely based on continued service, in varying increments between

2020

and

2026

. Performance based awards account for

537,348

of the unvested shares at

December 31, 2019

, of which

534,086

shares are performance shares for which vesting is

not

probable, and

3,262

shares relate to performance for the years ended

December 31,

2019

through

2022

and have

less than

$0.1

million

of unrecognized compensation cost.

The fair value of restricted share awards that vested in

2019,

2018,

and

2017

was approximately

$3.4

million

$0.7

million

, and

$2.4

million

, respectively. As of

December 31, 2019

, we had approximately

$3.3

million

of unrecognized compensation expense related to

250,112

service-based shares and

3,262

performance-based share awards with

2019

through

2022

performance periods, which is probable to be recognized over a weighted average period of approximately

months

. All restricted shares awarded to executives and other key employees pursuant to the Incentive Plan provide the holder with voting and other stockholder-type rights, but will

not

be issued until the relevant restrictions are satisfied.

There were

outstanding stock options for the fiscal years ended

December 31,

2019,

2018,

and

2017