Note 11. Share-Based Compensation

The Company previously adopted the 2007 Management Incentive Plan (the “2007 Plan”) and the 2011 Stock Incentive Plan (the “2011 Plan”). On April 22, 2015, the stockholders of the Company approved the 2015 Long-Term Incentive Plan (the “2015 Plan”). Subject to adjustments as provided in the 2015 Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2015 Plan may not exceed the sum of (i) 350 thousand shares plus (ii) any shares (A) remaining available for the grant of awards as of the effective date under the 2007 Plan or the 2011 Plan, and/or (B) subject to an award granted under the 2007 Plan or the 2011 Plan, which award is forfeited, cancelled, terminated, expires, or lapses. As of the effectiveness of the 2015 Plan, there were 922 thousand shares available for grant under the 2015 Plan, inclusive of shares previously available for grant under the 2007 Plan and the 2011 Plan that were rolled over to the 2015 Plan. No further grants will be made under the 2007 Plan or the 2011 Plan. However, awards that are outstanding under the 2007 Plan and the 2011 Plan will continue in accordance with their respective terms. As of June 30, 2016, there were 205 thousand shares available for grant under the 2015 Plan.

For the three months ended June 30, 2016 and 2015, the Company recorded share-based compensation expense of $1.4 million and $1.3 million, respectively. The Company recorded $1.9 million and $3.2 million in share-based compensation for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, unrecognized share-based compensation expense to be recognized over future periods approximated $6.1 million. This amount will be recognized as expense over a weighted-average period of 2.0 years. Share-based compensation expenses are recognized on a straight-line basis over the requisite service period of the agreement. All share-based compensation is classified as equity except where otherwise noted.

The Company allows for the settlement of share-based awards on a net share basis. With net share settlement, the employee does not surrender any cash or shares upon the exercise of stock options or the vesting of stock awards or stock units. Rather, the Company withholds the number of shares with a value equivalent to the option exercise price, for stock options, and the minimum statutory tax withholding for all share-based awards. Net share settlements have the effect of reducing the number of shares that would have otherwise been issued as a result of exercise or vesting.

Long-term incentive program: The Company issues nonqualified stock options, performance-contingent restricted stock units (“RSU”), and cash-settled performance units (“CSPU”) under a long-term incentive program. Recurring annual grants are at the discretion of the Board and were made in October 2014 (for the 2014 calendar year), in April 2015 (for the 2015 calendar year), and in March 2016 (for the 2016 calendar year). The grants include cliff and graded vesting completing at the end of the third calendar year, subject to continued employment or as otherwise provided in the underlying award agreements. The actual value of the RSU and CSPU that may be earned can range from 0% to 150% of target based on the achievement of EBITDA and net income per share performance targets (2014 and 2015 grants) or the compound annual growth rate of net income and net income per share compared to a public company peer group (2016 grant) over a three-year period.

Inducement and retention program: From time to time, the Company issues share-based awards in conjunction with employment offers to select new executives and retention grants to select existing employees. The Company issues these awards to attract and retain talent and to provide market competitive compensation. The grants have various vesting terms, including fully-vested awards at the grant date, cliff vesting, and graded vesting over periods of eighteen months to five years (subject to continued employment or as otherwise provided in the underlying award agreements).

Non-employee director compensation program: The Company awards its non-employee directors a cash retainer, committee meeting fees, shares of restricted common stock, and nonqualified stock options. The restricted stock awards are granted on the fifth business day following the Company’s annual meeting of stockholders and fully vest upon the earlier of the first anniversary of the grant date or the completion of the directors’ annual service to the Company. The nonqualified stock option awards are granted on the fifth business day following the Company’s annual meeting of stockholders and are immediately vested on the grant date.

The following are the terms and amounts of the awards issued under the Company’s share-based incentive programs:

Stock options: The exercise price of all stock options is equal to the Company’s closing stock price on the date of grant. Stock options granted are subject to various vesting terms, including graded and cliff vesting over 18-month to five-year vesting periods. In addition, stock options vest and become exercisable in full under certain circumstances, including following the occurrence of a change of control (as defined in the option award agreements). Participants who are awarded options must exercise their options within a maximum of ten years of the grant date.

The fair value of option grants are estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions for option grants during the periods indicated below.


	Six Months Ended June 30,
	2016			2015
Expected volatility		46.12	%		47.18	%
Expected dividends		0.00	%		0.00	%
Expected term (in years)		5.75			6.17
Risk-free rate		1.39	%		1.62	%

Expected volatility is based on the Company’s historical stock price volatility. The expected term is calculated by using the simplified method (average of the vesting and original contractual terms) due to insufficient historical data to estimate the expected term. The risk-free rate is based on the zero coupon U.S. Treasury bond rate over the expected term of the awards.

The following table summarizes the stock option activity for the six months ended June 30, 2016:


In thousands, except per share amounts	Number of Shares			Weighted-Average Price Per Share		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Options outstanding at January 1, 2016		1,044		$	13.36
Granted		215			16.74
Exercised		(45	)		10.21
Forfeited		(4	)		15.66
Expired		—			—

Options outstanding at June 30, 2016		1,210		$	14.07		5.7	$	2,436

Options exercisable at June 30, 2016		657		$	11.83		3.4	$	2,436

Available for grant at June 30, 2016		205

The following table provides additional stock option information for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands, except per share amounts	2016		2015		2016		2015
Weighted-average grant date fair value per share	$	6.53	$	6.95	$	7.42	$	7.08
Intrinsic value of options exercised	$	22	$	636	$	270	$	894
Fair value of stock options that vested	$	345	$	411	$	647	$	851

Restricted stock units: Compensation expense for restricted stock units is based on the Company’s closing stock price on the date of grant and the probability that certain financial goals are achieved over the performance period. Compensation cost is estimated based on expected performance and is adjusted at each reporting period.

The following table summarizes restricted stock unit activity during the six months ended June 30, 2016:


In thousands, except per unit amounts	Units			Weighted-Average Grant Date Fair Value
Non-vested units, beginning of the year		124		$	15.55
Granted		73			17.02
Vested		—			—
Forfeited		(1	)		15.59

Non-vested units, at June 30, 2016		196		$	16.10

The following table provides additional restricted stock unit information for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Weighted-average grant date fair value per unit	$	14.83	$	14.75	$	17.02	$	14.75

Cash-settled performance units: Cash-settled performance units will be settled in cash at the end of the performance measurement period and are classified as a liability. Compensation cost is estimated based on expected performance and is adjusted at each reporting period.

The following table summarizes cash-settled performance unit activity during the six months ended June 30, 2016:


In thousands, except per unit amounts	Units			Weighted-Average Grant Date Fair Value
Non-vested units, beginning of the year		1,923		$	1.00
Granted		1,252			1.00
Vested		—			—
Forfeited		(21	)		1.00

Non-vested units, at June 30, 2016		3,154		$	1.00

Restricted stock awards: The fair value and compensation cost of restricted stock is calculated using the Company’s closing stock price on the date of grant.

The following table summarizes restricted stock activity during the six months ended June 30, 2016:


In thousands, except per share amounts	Shares			Weighted-Average Grant Date Fair Value
Non-vested shares, beginning of the year		23		$	16.74
Granted		37			16.37
Vested		(21	)		16.62
Forfeited		—			—

Non-vested shares, at June 30, 2016		39		$	16.46

The following table provides additional restricted stock information:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands, except per share amounts	2016		2015		2016		2015
Weighted-average grant date fair value per share	$	15.89	$	16.30	$	16.37	$	15.29
Fair value of restricted stock awards that vested	$	347	$	698	$	347	$	2,198