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Stock-Based Compensation Plans and Employee Benefits | 12 Months Ended
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Dec. 31, 2019
Postemployment Benefits [Abstract] |
Stock-Based Compensation Plans and Employee Benefits |
15. | Stock-Based Compensation Plans and Employee Benefits
Spin-off Adjustments 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 spin-off adjustments are reflected in the tables below and discussed in Note 1. 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, 3.7 million common shares were available for grant under future awards as of December 31, 2019. 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. 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 2019 or 2018):
|  | For the Year Ended December 31, 2017 |
Weighted-average fair value of grants |  | $ | 2.07 |
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% |
Dividend yield (range) – Forecasted dividend yield based on the expected life |  | 5.2% |
Expected life (range) – Derived by referring to actual exercise experience |  | 4 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% |
The following table reflects the stock option activity:
|  |  |  |  | Weighted- |  |  | Weighted- Average |  |  | Aggregate |
| Number of Options (Thousands) |  |  | Average Exercise Price |  |  | Remaining Contractual Term (Years) |  |  | Intrinsic Value (Thousands) |
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 |  |  |  |  |  |  |  |  |
Granted | — |  |  | — |  |  |  |  |  |  |  |  |
Exercised |  | (12 | ) |  |  | 9.73 |  |  |  |  |  |  |  |  |
Forfeited |  | (84 | ) |  |  | 25.04 |  |  |  |  |  |  |  |  |
Balance December 31, 2019 |  | 350 |  |  | $ | 26.42 |  |  |  | 4.8 |  |  | $ | — |
Options exercisable at December 31, |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2019 |  | 333 |  |  | $ | 26.58 |  |  |  | 4.7 |  |  | $ — |
2018 |  | 368 |  |  |  | 25.86 |  |  |  | 4.8 |  |  |  | 27 |
2017 |  | 398 |  |  |  | 34.92 |  |  |  | 4.5 |  |  |  | 196 |
The following table summarizes the characteristics of the options outstanding at December 31, 2019:
|  | Options Outstanding |  |  | Options Exercisable |
Range of Exercise Prices |  | Outstanding at 12/31/19 (Thousands) |  |  | Weighted-Average Remaining Contractual Life (Years) |  |  | Weighted-Average Exercise Price |  |  | Exercisable at 12/31/19 (Thousands) |  |  | Weighted-Average Exercise Price |
$0.00–$20.00 |  |  | 13 |  |  |  | 0.3 |  |  | $ | 16.58 |  |  |  | 13 |  |  | $ | 16.58 |
$20.01–$31.11 |  |  | 337 |  |  |  | 4.9 |  |  |  | 26.79 |  |  |  | 320 |  |  |  | 26.97 |
|  |  | 350 |  |  |  | 4.8 |  |  | $ | 26.42 |  |  |  | 333 |  |  | $ | 26.58 |
The following table reflects the activity for unvested stock option awards:
| Options (Thousands) |  |  | Weighted-Average Grant Date Fair Value |
Unvested at December 31, 2018 |  | 78 |  |  | $ | 2.31 |
Granted | — |  |  | — |
Vested |  | (58 | ) |  |  | 2.39 |
Forfeited |  | (3 | ) |  |  | 2.08 |
Unvested at December 31, 2019 |  | 17 |  |  | $ | 2.07 |
As of December 31, 2019, all stock option compensation cost was recognized. 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, |
| 2019 |  |  | 2018 |  |  | 2017 |
Cash received for exercise price | $ | 0.1 |  |  | $ | 0.2 |  |  | $ | 0.4 |
Intrinsic value |  | — |  |  |  | 0.1 |  |  |  | 0.2 |
Restricted Share Units The Board of Directors approved grants to officers of the Company of restricted common share units (“RSUs”) of 0.3 million in 2019, 0.3 million in 2018 and 0.4 million in 2017. 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. These grants have a weighted-average fair value at the date of grant ranging from $11.64 to $30.31, 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 both of the years ended December 31, 2019 and 2018. For the year ended December 31, 2017, 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 these common shares were fully vested upon grant. Performance-Based Restricted Share Units (PRSUs) In 2019 and 2018, the Board of Directors approved grants to the chief executive officer, chief operating officer and former chief financial officer of PRSUs covering a “target” number of shares, subject to performance periods beginning on March 1, 2019 and March 1, 2018, respectively, and ending on February 28, 2022 and February 28, 2021, respectively. In 2017, the Board of Directors approved grants to the chief executive officer, chief operating officer and former chief financial officer of PRSUs covering a “target” number of shares, subject to 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 February 2019 and February 2018, no shares were granted. The 2019, 2018 and 2017 grants have a fair value at the date of grant aggregating $5.6 million, $4.7 million and $3.9 million, respectively, to be amortized ratably over the performance period ending three years from the date of grant. The 2019 grant is accounted for as an equity award. The 2017 and 2018 grants are accounted for as liability awards due to the RVI spin-off. 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 was adjusted so as to retain the same intrinsic value immediately after the spin-off that the PRSU awards 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’s split-adjusted ending price (with any dividends paid during the performance period 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’s and RVI’s stock performance, the 2017 and 2018 PRSU awards are accounted for as liability awards and marked to fair value on a quarterly basis. In 2019, the Company recorded a mark-to-market adjustment of $1.9 million in connection with the PRSUs issued primarily in March 2018. The mark-to-market adjustment in 2018 was not material. Summary of Unvested Share Awards The following table reflects the activity for the unvested awards pursuant to all restricted stock grants:
| Awards (Thousands) |  |  | Weighted-Average Grant Date Fair Value |
Unvested at December 31, 2018 |  | 561 |  |  | $ | 16.77 |
Granted |  | 260 |  |  |  | 13.59 |
Vested |  | (121 | ) |  |  | 20.23 |
Forfeited |  | (63 | ) |  |  | 16.27 |
Unvested at December 31, 2019 |  | 637 |  |  | $ | 14.86 |
As of December 31, 2019, total unrecognized compensation for the restricted awards granted under the plans as summarized above was $12.0 million, which is expected to be recognized over a weighted-average 1.5-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 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, 2019.

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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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