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Share-Based Compensation Plans
12 Months Ended
Dec. 31, 2015
Share-Based Compensation Plans [Abstract]  
Share-Based Compensation Plans

7. Share-Based Compensation Plans

 

In April 2006, the Company’s shareholders approved the Amended and Restated Long-Term Incentive Plan (the "2006 Plan") and reserved 1,500,000 Common Shares of which the maximum number of Common Shares which may be issued subject to incentive stock options is 500,000.  In May 2010, shareholders approved an amendment to the 2006 Plan to increase the number of shares by 1,500,000 to 3,000,000, and in May 2013, shareholders approved an amendment to this plan to increase the number of shares by 1,500,000 to 4,500,000. Under the 2006 Plan, as of December 31, 2015, the Company has granted 4,567,995 restricted Common Shares and right to receive Common Shares, of which 2,683,860 were time-based with cliff vesting using the straight-line method and 1,884,135 were performance-based. Based on forfeitures of restricted Common Shares and right to receive Common Shares of 1,299,440, which return to the pool of shares available for grant, there are 1,231,445 shares available to be granted at December 31, 2015. Restricted Common Shares awarded under the Incentive Plan entitle the shareholder to all the rights of Common Share ownership except that the shares may not be sold, transferred, pledged, exchanged, or otherwise disposed of during the vesting period.

 

In 2010 and 2013, pursuant to the 2006 Plan, the Company granted time-based restricted Common Share and market-based restricted Common Share awards.  The time-based restricted Common Share awards cliff vest three years after the date of grant.  The performance-based restricted Common Share awards vest and are no longer subject to forfeiture upon the recipient remaining an employee of the Company for three years from the date of grant and upon the Company attaining certain targets of performance measured against a peer group’s performance in terms of total return to shareholders.

 

In 2011 and 2012, pursuant to the 2006 Plan, the Company granted time-based, market-based and performance-based restricted Common Share awards.  The time-based restricted Common Share awards cliff vest three years after the date of grant.  The performance-based restricted Common Share awards vest and are no longer subject to forfeiture upon the recipient remaining an employee of the Company for three years from the date of grant and, for one half of the annual awards, upon the Company attaining certain targets of performance measured against a peer group’s performance in terms of total shareholder return and, for the remaining half of the annual awards, upon achieving certain annual net income per share targets established by the Company during the performance period of the award.

 

In 2014, pursuant to the 2006 Plan, the Company granted time-based share units and performance shares.  The time-based share units cliff vest three years after the date of grant.  The performance shares vest and are no longer subject to forfeiture upon the recipient remaining an employee of the Company for three years from the date of grant and, for 20.0% of the annual awards, upon the Company attaining certain targets of performance measured against a peer group’s performance in terms of total shareholder return and, for the remaining 80.0% of the annual awards, upon achieving certain annual net income per share targets established by the Company during the performance period of the award.

 

In 2015, pursuant to the 2006 Plan, the Company granted time-based share units and performance shares.  The time-based share units cliff vest three years after the date of grant.  The performance shares vest and are no longer subject to forfeiture upon the recipient remaining an employee of the Company for three years from the date of grant and, for 36.0% of the annual awards, upon the Company attaining certain targets of performance measured against a peer group’s performance in terms of total shareholder return and, for the remaining 64.0% of the annual awards, upon achieving certain annual net income per share targets established by the Company during the performance period of the award.

 

In April 2005, the Company adopted the Directors’ Restricted Shares Plan (the “Director Share Plan”) and reserved 500,000 Common Shares for issuance under the Director Share Plan.  In May 2013, shareholders approved an amendment to the Director Share Plan to increase the number of shares for issuance by 200,000 to 700,000.  Under the Director Share Plan, the Company has cumulatively issued 530,195 restricted Common Shares.  As such, there are 169,805 restricted Common Shares available to be issued at December 31, 2015.  Shares issued annually under the Director Share Plan vest one year after the date of grant.

 

Options

 

There were no options granted during the years ended December 31, 2015, 2014 and 2013. There were no options outstanding at December 31, 2015 or 2014 while options to purchase 20,000 Common Shares at a price of $15.73 were outstanding at December 31, 2013 which expired in 2014. There were no options exercised during the years ended December 31, 2015, 2014 and 2013

 

Restricted Shares

 

The fair value of the non-vested time-based restricted Common Share awards was calculated using the market value of the Common Shares on the date of issuance.  The weighted-average grant-date fair value of time-based restricted Common Shares granted during the years ended December 31, 2015, 2014 and 2013 was $11.41,  $11.54 and $6.13, respectively.

 

The fair value of the non-vested performance-based restricted Common Share awards with a performance condition requiring the Company to obtain certain earnings per share targets was estimated using the market value of the shares on the date of grant.  The fair value of non-vested performance-based restricted Common Share awards with a market condition requiring the Company to obtain a total shareholder return target relative to a group of peer companies was estimated using a Monte Carlo valuation model taking into consideration the probability of achievement using multiple simulations. The awards that use earnings per share as the performance target are expensed beginning when it is probable that the Company will meet the underlying performance condition.

 

A summary of the status of the Company’s non-vested restricted Common Shares and right to receive Common Shares as of December 31, 2015 and the changes during the year then ended, are presented below:

 

 

 

 

 

 

 

 

 

 

 

 

Time-based awards

 

Performance-based awards

 

 

 

 

Weighted-

 

 

 

Weighted-

 

 

Common

 

average grant-

 

Common

 

average grant-

 

 

Shares

 

date fair value

 

Shares

 

date fair value

Non-vested as of December 31, 2014

 

1,087,020 

$

8.69 

 

841,050 

$

10.33 

Granted

 

278,451 

$

11.41 

 

335,835 

$

11.21 

Vested

 

(615,322)

$

8.96 

 

(126,642)

$

10.74 

Forfeited

 

(18,908)

$

10.78 

 

(337,758)

$

10.26 

Non-vested as of December 31, 2015

 

731,241 

$

9.45 

 

712,485 

$

10.70 

 

As of December 31, 2015, total unrecognized compensation cost related to non-vested time-based restricted Common Share and right to receive Common Share awards granted was $2,557.  That cost is expected to be recognized over a weighted-average period of 1.16 years.  For the years ended December 31, 2015, 2014 and 2013, the total fair value of restricted Common Share and right to receive Common Share awards vested was $9,101,  $3,509 and $2,177, respectively. 

 

As of December 31, 2015, total unrecognized compensation cost related to non-vested performance-based restricted Common Share and right to receive Common Share awards granted was $2,018 for shares probable to vest.  That cost is expected to be recognized over a weighted-average period of 1.50 years dependent upon the achievement of performance conditions.  As noted above, the Company has issued and outstanding performance-based restricted Common Share awards that use different performance targets (total shareholder return and earnings per share).   

 

There was no actual tax benefit realized for the tax deductions from the vesting of restricted Common Shares and option exercises of the share-based payment arrangements for the years ended December 31, 2015, 2014 and 2013.