Note 14 Stock-Based Compensation

Effective May 19, 2004, the Company adopted its 2004 Incentive Stock Plan, as further amended and restated on February 3, 2015 (the “2004 Stock Plan”) and its 2004 Restricted Stock Plan for Non-Employee Directors (the “2004 Director Plan”). On May 19, 2015, the Company’s stockholders approved the 2015 Incentive Plan of 3D Systems Corporation (the “2015 Plan” and, together with the 2004 Stock Plan, the “Incentive Plans”). Effective upon the adoption of these Plans, all the Company’s previous stock option plans terminated, except with respect to options outstanding under those plans. As of December 31, 2015, 2014 and 2013, all vested options had been exercised and there were no options outstanding.

The purpose of the Incentive Plans is to provide an incentive that permits the persons responsible for the Company’s growth to share directly in that growth and to better align their interests with the interests of the Company’s stockholders. The 2015 Plan authorizes awards of restricted stock, restricted stock units, stock appreciation rights, cash incentive awards and the grant of options to purchase the Company’s common stock. The 2015 Plan also designates measures that may be used for performance awards. Generally, awards granted prior to November 13, 2015 become fully-vested on the three-year anniversary of the grant date and awards granted after November 13, 2015 will vest one third each year over three years. Any person who is an employee or director of or consultant to the Company, or a subsidiary or an affiliate of the Company, is eligible to be considered for the grant of awards pursuant to the 2015 Plan. The 2015 Plan is administered by the Compensation Committee of the Board of Directors or a subcommittee thereof, which, pursuant to the provisions of the 2015 Plan, has the authority to determine recipients of awards under that plan, the number of shares to be covered by such awards and the terms and conditions of each award. Notwithstanding the foregoing, only the full Board of Directors may grant and administer awards under the 2015 Plan to non-employee directors. The 2015 Plan may be amended, altered or discontinued at the sole discretion of the Board of Directors at any time. As of December 31, 2015, the number of shares of common stock reserved for issuance under the Incentive Plans was 5,972.

The purpose of 2004 Director Plan is to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interests of directors and stockholders in enhancing the value of the Company’s common stock. Each non-employee director of the Company is eligible to participate in this Plan upon their election to the Board of Directors. The Plan provides for initial grants of 1 share of common stock to each newly elected non-employee director, annual grants of 3 shares of common stock as of the close of business on the date of each annual meeting of stockholders, and interim grants of 3 shares of common stock, or a pro rata portion thereof, to non-employee directors elected at meetings other than the annual meeting. Effective April 1, 2013, the Board of Directors amended this Plan to increase the limit of the value of any award of shares made to an eligible director to $100, valued on the date of award. The issue price of common stock awarded under this Plan is equal to the par value per share of the common stock. The Company accounts for the fair value of awards of common stock made under this Plan, net of the issue price, as director compensation expense in the period in which the award is made. As of December 31, 2015, the number of shares of common stock reserved for issuance under the 2004 Director Plan was 106.

The Company records stock-based compensation expense in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Stock-based compensation expense for the years ended December 31, 2015, 2014 and 2013 was as follows:


	Year Ended December 31,
(in thousands)	2015		2014		2013
Stock-based compensation expense for:
Incentive Plans	$	34,169	$	31,944	$	12,958
Director Plan		564		849		600
Total stock-based compensation expense	$	34,733	$	32,793	$	13,558

The number of shares and units of restricted common stock awarded and the weighted average fair value per share and unit for the years ended December 31, 2015, 2014 and 2013 were as follows:


	Year Ended December 31,
	2015				2014				2013
(in thousands, except per share amounts)	Number of Shares/Units	Weighted Average Fair Value		Number of Shares/Units		Weighted Average Fair Value		Number of Shares/Units		Weighted Average Fair Value
Restricted stock awards:
Granted under the Incentive Plans, non-executive employees	1,152	$	16.30		774	$	52.09		902	$	59.42
Granted under the Incentive Plans, executive officers	260		14.77		240		41.00		212		72.60
Granted under the 2004 Director Plan, non-employee directors	26		21.30		17		49.26		12		48.43
Total restricted stock awards granted	1,438	$	16.12		1,031	$	49.46		1,126	$	61.78

The Company estimated the future expense associated with awards granted in 2015, 2014 and 2013 as $22,898, $49,121 and $67,942, respectively, which is calculated based on the fair market value of the common stock on the date of grant less the amount paid by the recipient and is expensed over the vesting period of each award.