Note 17. Share-Based Compensation

The following tables set forth certain share-based compensation information for 2013, 2012, and 2011, respectively:


	Years ended December 31,
	2013	2012	2011
Share-based compensation:

Expense relating to share grants (a)	$ 4,108,000	$ 3,903,000	$ 5,665,000
Adjustments to reflect changes in market price of
Company's common stock	-	10,000	(775,000)
Amounts capitalized	(407,000)	(352,000)	(387,000)
Total charged to operations (b)	$ 3,701,000	$ 3,561,000	$ 4,503,000


		Weighted average
	Shares	grant date value
Unvested shares, December 31, 2012	3,515,000	$ 4.83
Restricted share grants	584,000	5.65
Vested during period	(341,000)	5.53
Forfeitures/cancellations	(68,000)	5.17
Unvested shares, December 31, 2013	3,690,000	$ 4.89

(a) The 2012 and 2011 amounts include expense relating to equity and liability awards, as discussed below.
(b) The 2012 and 2011 amounts include $362,000 and $1,980,000, respectively, applicable to accelerated vestings that are included in management transition charges and employee termination costs.

The Company’s 2012 Plan authorizes 4.5 million shares to be available for grant and sets the maximum number of shares that may be granted to a participant in any calendar year at 500,000. At December 31, 2013, 1.8 million shares remained available for grants pursuant to the 2012 Plan and, at that date, there remained an aggregate of approximately $11.4 million applicable to all grants and awards to be expensed over a weighted average period of 4.0 years.

During 2013, there were 584,000 time-based restricted shares issued with a weighted average grant date fair value of $5.65 per share. During 2012, in addition to shares issued to the Company’s President and Chief Executive Officer, as discussed below, there were 698,000 other time-based restricted shares issued with a weighted average grant date fair value of $4.75 per share. During 2011, in addition to shares issued to the Company’s President and Chief Executive Officer and shares issued as performance-based grants, as discussed below, there were 436,000 other time-based restricted shares issued with a weighted average grant date fair value of $5.97 per share.

The per share weighted average grant date fair values of shares granted during 2013, 2012, and 2011 were $5.65, $4.68 and $5.40, respectively. The total fair values of shares vested during 2013, 2012, and 2011 were $1,863,000, $2,126,000, and $5,507,000, respectively (the 2012 and 2011 amounts include $585,000 and $3,569,000, respectively, applicable to accelerated vestings).

In June 2011, in connection with the retirement of the Company’s Chairman of the Board, Chief Executive Officer and President, and the end of the employment of the Company’s Chief Financial Officer (see Note 16 – “Management Transition Charges and Employee Termination Costs”), all of their outstanding restricted share grants, consisting of time-based grants (284,000 shares) and performance-based grants (422,000 shares) became vested (an aggregate of 706,000 shares), and were expensed in full at the then market value of the shares (an aggregate of approximately $2.0 million).

The Company’s new President and Chief Executive Officer was to receive restricted share grants totaling 2.5 million shares, one-half of which to be time-based, vesting upon the seventh anniversary of the date of grant (vesting on June 15, 2018), and the other half to be performance-based, to be earned if the total annual return on an investment in the Company’s common stock (“TSR”) is at least an average of 6.5% per year for the seven years ending June 15, 2018. An independent appraisal determined the value of the performance-based award to be $4.39 per share compared to a market price at the date of grant of $4.98 per share. As a result of a per-person limitation within the Company’s 2004 Stock Incentive Plan, only 500,000 shares had been issued through June 2012, 1.5 million shares had been accounted for as an “equity award”, and 500,000 shares had been accounted for as a “liability award”. The values of the equity and liability awards were expensed on a straight-line basis over the vesting period. As specifically provided in the 2012 Plan, the 2.0 million shares previously designated as equity and liability awards were issued, with the liability award being reclassified to equity. Consistent with such awards to other recipients, dividends were paid on all the shares, including the equity and liability award shares, with the dividends paid on the equity award shares treated as distributions to common shareholders and included in the statement of equity, and the dividends paid on the liability award shares treated as compensation and included in the statement of operations. In addition, with respect to the liability award, adjustments to reflect changes in the fair value of the award (based on changes in the market price of the Company’s common stock) were also charged to operations.

In January 2011, the Company issued 275,000 shares of common stock as performance-based grants, with vesting to be based on the TSR over the three years ended December 31, 2013. After accelerated vestings of certain of the shares during the three-year vesting period, only 63,000 shares remained. Portions of each grant would vest (1) if the TSR on the Company’s common stock is equal to or greater than a specified average return per year (the “Absolute TSR”), and (2) if there is a positive comparison of the TSR on the Company’s common stock to the Company’s peer group (the “Relative TSR”). As the Company did not achieve either TSR measure, none of the remaining shares vested. The Company had obtained independent appraisals to determine the values of each category of the performance-based shares issued, which is summarized as follows:


			Absolute TSR			Relative TSR
		Grant date		Annual
Grant	Shares	market	Portion of	average	Appraisal	Portion of	Appraisal
year	granted	price	grant	return	value	grant	value
2011	275,000	$ 6.54	50%	8%	$ 4.40	50%	$ 5.91