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Stock-Based Compensation Plans and Employee Benefits | 12 Months Ended
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Dec. 31, 2018
Postemployment Benefits [Abstract] |
Stock-Based Compensation Plans and Employee Benefits |
15. | Stock-Based Compensation Plans and Employee Benefits
Split and Spin-off Adjustments All outstanding equity awards reflect the Company’s one-for-two reverse stock split effected in May 2018. In addition, as a result of the spin-off of RVI, all equity awards outstanding on July 1, 2018, were adjusted to obtain an equitable modification and to generally preserve their pre-spin intrinsic value pursuant to the anti-dilution provisions of the stock-based compensation plan under which they were issued. The vesting periods were unchanged for unvested grants. The one-for-two stock split as well as the spin-off adjustments are reflected in the tables below and discussed in Notes 1 and 4. Stock-Based Compensation The Company’s equity-based award plans provide for grants to Company employees and directors of incentive and non-qualified options to purchase common shares, rights to receive the appreciation in value of common shares, awards of common shares subject to restrictions on transfer, awards of common shares issuable in the future upon satisfaction of certain conditions and rights to purchase common shares and other awards based on common shares. Under the terms of the plans, 1.7 million common shares were available for grant under future awards as of December 31, 2018. Stock Options Stock options may be granted at per-share prices not less than fair market value at the date of grant and must be exercised within the maximum contractual term of 10 years thereof. Options granted under the plans generally vest over three years in one-third increments, beginning one year after the date of grant. The fair values for option awards granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (no option awards were granted in 2018):
|  | For the Year Ended December 31, |
|  | 2017 |  |  | 2016 |
Weighted-average fair value of grants |  | $ | 2.07 |  |  | $ | 2.60 |
Risk-free interest rate (range) – Based upon the U.S. Treasury Strip with a maturity date that approximates the expected term of the award |  | 1.8% |  |  | 1.1%–1.5% |
Dividend yield (range) – Forecasted dividend yield based on the expected life |  | 5.2% |  |  | 4.5%–5.2% |
Expected life (range) – Derived by referring to actual exercise experience |  | 4 years |  |  | 4–5 years |
Expected volatility (range) – Derived by using a 50/50 blend of implied and historical changes in the Company's historical stock prices over a time frame consistent with the expected life of the award |  | 19.8% |  |  | 20.6%–22.5% |
The following table reflects the stock option activity described above:
|  |  |  |  | Weighted- |  |  | Weighted- Average |  |  | Aggregate |
| Number of Options (Thousands) |  |  | Average Exercise Price |  |  | Remaining Contractual Term (Years) |  |  | Intrinsic Value (Thousands) |
Balance December 31, 2015 |  | 1,406 |  |  | $ | 40.58 |  |  |  |  |  |  |  |  |
Granted |  | 316 |  |  |  | 33.48 |  |  |  |  |  |  |  |  |
Exercised |  | (427 | ) |  |  | 23.24 |  |  |  |  |  |  |  |  |
Forfeited |  | (392 | ) |  |  | 58.92 |  |  |  |  |  |  |  |  |
Balance December 31, 2016 |  | 903 |  |  |  | 38.32 |  |  |  |  |  |  |  |  |
Granted |  | 77 |  |  |  | 28.86 |  |  |  |  |  |  |  |  |
Exercised |  | (26 | ) |  |  | 14.66 |  |  |  |  |  |  |  |  |
Forfeited |  | (366 | ) |  |  | 44.62 |  |  |  |  |  |  |  |  |
Balance December 31, 2017 |  | 588 |  |  |  | 27.64 |  |  |  |  |  |  |  |  |
Granted | — |  |  | — |  |  |  |  |  |  |  |  |
Spin-off adjustment |  | 139 |  |  |  |  |  |  |  |  |  |  |  |  |
Exercised |  | (19 | ) |  |  | 9.73 |  |  |  |  |  |  |  |  |
Forfeited |  | (262 | ) |  |  | 32.26 |  |  |  |  |  |  |  |  |
Balance December 31, 2018 |  | 446 |  |  | $ | 25.71 |  |  |  | 5.2 |  |  | $ | 27 |
Options exercisable at December 31, |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2018 |  | 368 |  |  | $ | 25.86 |  |  |  | 4.8 |  |  | $ | 27 |
2017 |  | 398 |  |  |  | 34.92 |  |  |  | 4.5 |  |  |  | 196 |
2016 |  | 519 |  |  |  | 40.98 |  |  |  | 4.5 |  |  |  | 1,608 |
The following table summarizes the characteristics of the options outstanding at December 31, 2018:
|  | Options Outstanding |  |  | Options Exercisable |
Range of Exercise Prices |  | Outstanding at 12/31/18 (Thousands) |  |  | Weighted-Average Remaining Contractual Life (Years) |  |  | Weighted-Average Exercise Price |  |  | Exercisable at 12/31/18 (Thousands) |  |  | Weighted-Average Exercise Price |
$0.00–$16.50 |  |  | 33 |  |  |  | 0.5 |  |  | $ | 12.34 |  |  |  | 33 |  |  | $ | 12.34 |
$16.51–$27.50 |  |  | 327 |  |  |  | 5.5 |  |  |  | 25.65 |  |  |  | 249 |  |  |  | 25.86 |
$27.51–$31.11 |  |  | 86 |  |  |  | 5.7 |  |  |  | 31.11 |  |  |  | 86 |  |  |  | 31.11 |
|  |  | 446 |  |  |  | 5.2 |  |  | $ | 25.71 |  |  |  | 368 |  |  | $ | 25.86 |
The following table reflects the activity for unvested stock option awards for the year ended December 31, 2018:
| Options (Thousands) |  |  | Weighted-Average Grant Date Fair Value |
Unvested at December 31, 2017 |  | 191 |  |  | $ | 2.63 |
Granted | — |  |  | — |
Spin-off adjustment |  | 44 |  |  |  |  |
Vested |  | (125 | ) |  |  | 2.83 |
Forfeited |  | (32 | ) |  |  | 2.61 |
Unvested at December 31, 2018 |  | 78 |  |  | $ | 2.31 |
As of December 31, 2018, total unrecognized stock option compensation cost granted under the plans was $0.1 million, which is expected to be recognized over a weighted-average 0.9-year term. The following table summarizes the activity of employee stock option exercises that are primarily settled with newly issued common shares or with treasury shares, if available (in millions):
| For the Year Ended December 31, |
| 2018 |  |  | 2017 |  |  | 2016 |
Cash received for exercise price | $ | 0.2 |  |  | $ | 0.4 |  |  | $ | 9.9 |
Intrinsic value |  | 0.1 |  |  |  | 0.2 |  |  |  | 6.0 |
Restricted Share Awards and Units The Board of Directors approved grants to officers of the Company of restricted common share units (“RSUs”) of 0.3 million in 2018, 0.4 million in 2017 and 0.3 million in 2016. The restricted stock grants generally vest in equal annual amounts over a three- to four-year period. Restricted Stock Units receive cash dividends which are equivalent to the cash dividends paid on the Company’s common shares. Restricted Stock Awards have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding. These grants have a weighted-average fair value at the date of grant ranging from $12.26 to $38.52, which was equal to the market value of the Company’s common shares at the date of grant. As a component of compensation to the Company’s non-employee directors, the Company issued 0.1 million common shares to the non-employee directors for the year ended December 31, 2018. For the years ended December 31, 2017 and 2016, the number of shares granted was not material. The grant value was equal to the market value of the Company’s common shares at the date of grant and immediately vested upon grant. Performance-Based Restricted Share Units (PRSUs) In 2018, the Board of Directors approved grants to the chief executive officer, chief operating officer and chief financial officer of PRSUs covering a “target” number of shares, subject to a performance period beginning on March 1, 2018, and ending on February 28, 2021. In 2017, the Board of Directors approved grants to the chief executive officer, chief operating officer and chief financial officer of PRSUs covering a “target” number of shares, subject to a one-year, two-year and three-year performance periods beginning on March 1, 2017. The payout of the PRSUs will vary based on relative total shareholder return performance measured over the applicable performance period, with the ultimate payout ranging from a level of 0% of target to a maximum level of 200% of target (subject to reduction by one-third in the event that SITE Centers’ absolute total shareholder return during the applicable performance period is negative). For the PRSUs in which the performance period ended in March 2018, no shares were granted. The 2018 grants have a fair value at the date of grant aggregating $4.7 million, to be amortized ratably over the performance period ending on February 28, 2021. The 2017 grants have a fair value at the date of grant aggregating $3.9 million, to be amortized ratably over the performance period ending on February 28, 2020. Under the anti-dilution provisions of the Company’s equity incentive plan and the respective PRSU award agreement, the PRSUs issued in 2017 and 2018 were adjusted as of the spin-off of RVI, effective July 1, 2018, as determined by the Company’s compensation committee. The number of PRSUs were adjusted so as to retain the same intrinsic value immediately after the spin-off that the PRSU award had immediately prior to the spin-off. In particular, upon consummation of the spin-off of RVI, the 2017 and 2018 PRSU awards were adjusted to: (1) retain the original SITE Centers relative total shareholder return (“RTSR”) peer group; (2) retain the SITE Centers beginning share price used for RTSR purposes and (3) measure ending share price as SITE Centers ending price plus RVI ending price (with any dividends deemed reinvested into additional SITE centers shares). Effective at the date of the spin-off, because these awards are dual-indexed to both the Company and RVI results, the 2017 and 2018 PRSU awards are accounted for as liability awards and are marked to fair value on a quarterly basis. 2016 Value Sharing Equity Program In 2016, the Company adopted the 2016 Value Sharing Equity Program (the “2016 VSEP”), and performance awards under the 2016 VSEP were granted to certain officers. The final measurement date was December 31, 2018. No awards were granted pursuant to the 2016 VSEP. The 2016 VSEP was designed to allow the Company to reward participants for contributing to its financial performance and to allow such participants to share in “Value Created” (as defined below), based upon increases in SITE Centers’ adjusted market capitalization over an initial market capitalization. Value Created is measured for each period for the performance awards as the increase in SITE Centers’ market capitalization on the applicable measurement date (i.e., the product of SITE Centers’ five-day trailing average share price as of each measurement date (price-only appreciation, not total shareholder return) and the number of shares outstanding as of the measurement date), as adjusted for equity issuances and/or equity repurchases, over SITE Centers’ initial market at the start of the 2016 VSEP utilizing the starting share price. Summary of Unvested Share Awards The following table reflects the activity for the unvested awards pursuant to all restricted stock grants and grants pursuant to the 2013 VSEP plans for the year ended December 31, 2018:
| Awards (Thousands) |  |  | Weighted-Average Grant Date Fair Value |
Unvested at December 31, 2017 |  | 322 |  |  | $ | 23.45 |
Granted |  | 344 |  |  |  | 13.01 |
Spin-off adjustment |  | 69 |  |  |  |  |
Vested |  | (162 | ) |  |  | 24.50 |
Forfeited |  | (12 | ) |  |  | 22.31 |
Unvested at December 31, 2018 |  | 561 |  |  | $ | 16.77 |
As of December 31, 2018, total unrecognized compensation for the restricted awards granted under the plans as summarized above was $12.7 million, which is expected to be recognized over a weighted-average 1.6-year term, which includes the performance-based and time-based vesting periods. Deferred Compensation Plans The Company maintains a 401(k) defined contribution plan covering substantially all of the officers and employees of the Company in accordance with the provisions of the Code. Also, for certain officers, the Company maintains the Elective Deferred Compensation Plan and DDR Corp. Equity Deferred Compensation Plan, both non-qualified plans, which permit the deferral of base salaries, commissions and annual performance-based cash bonuses or receipt of restricted shares. In addition, directors of the Company are permitted to defer all or a portion of their fees pursuant to the Directors’ Deferred Compensation Plan, a non-qualified plan. All of these plans were fully funded at December 31, 2018.

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- Definition The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 712 -URI http://asc.fasb.org/topic&trid=2197446 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 710 -URI http://asc.fasb.org/topic&trid=2127225 Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 715 -URI http://asc.fasb.org/topic&trid=2235017 + Details
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