猫咪社区

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.3.1.900
Stock-Based Compensation
12 Months Ended
Dec. 31, 2015
Share-based Compensation [Abstract]
Stock-Based Compensation

(13)Stock-Based Compensation

猫咪社区 - Incentive Plans

Pursuant to the 猫咪社区 2013 Incentive Plan (the "2013 Plan"), the Company may grant stock options ("Awards") to purchase shares of Series A, Series B and Series C 猫咪社区 common stock. The 2013 Plan provides for Awards to be made in respect of a maximum of 75 million shares of 猫咪社区 common stock. Awards generally vest over 4-5 years and have a term of 7-10 years. 猫咪社区 issues new shares upon exercise of equity awards. The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award).

Pursuant to the 猫咪社区 2013 Nonemployee Director Incentive Plan, as amended from time to time (the "2013 NDIP"), the 猫咪社区 Board of Directors has the full power and authority to grant eligible nonemployee directors stock options, SARs, stock options with tandem SARs, and restricted stock.

On July 23, 2014 a dividend of Series C common stock was distributed and adjustments to the Awards outstanding were required to reflect the changes to the capital structure of the Company. For every Series A Award held, two Series C Awards were issued with an exercise price equal to one third the exercise price of the outstanding Award. Additionally, the exercise price of the outstanding Series A Awards was adjusted to one third the exercise price associated with such Award.The change to outstanding Awards did not change the aggregate intrinsic value associated with the Awards outstanding just prior to the distribution and immediately following the distribution.

In connection with the Broadband Spin-Off during 2014, the holder of an outstanding Award to purchase shares of Series A, Series B, and Series C common stock on the record date (a 鈥溍ㄟ渖缜 Award鈥) received an Award to purchase shares of the corresponding series of 猫咪社区 Broadband common stock and an adjustment to the exercise price and number of shares subject to the original 猫咪社区 Award (as so adjusted, an 鈥渁djusted 猫咪社区 Award鈥).听听Following the Broadband Spin-Off, employees of 猫咪社区 hold Awards in both 猫咪社区 common stock and 猫咪社区 Broadband common stock.听听The compensation expense relating to employees of 猫咪社区 is recorded at 猫咪社区 and included in the Company鈥檚 consolidated financial statements.

Similarly, following the Starz Spin-Off during 2013, employees of 猫咪社区 and Starz hold Awards in both 猫咪社区 common stock and Starz common stock. The compensation expense relating to the employees of 猫咪社区 is recorded at 猫咪社区 and the compensation expense relating to employees of Starz is recorded at Starz.

猫咪社区 - Grants of stock options

Awards granted in 2015, 听2014 and 2013 pursuant to the Incentive Plans discussed above are summarized as follows:

Years听ended听December听31,

2015

2014

2013

Weighted

Weighted

Weighted

Options

average

Options

average

Options

average

granted

grant-date

granted

grant-date

granted

grant-date

(000's)

fair听value

(000's)

fair听value

(000's)

fair听value

Series听A 猫咪社区 common stock

听鈥

$

听鈥

1

$

38.86

23

$

55.16

Series听C 猫咪社区 common stock

2,476

$

13.37

3,359

$

11.09

NA

$

NA

During the year endedDecember 31, 2015, the Company granted a total of approximately 2.5 million options to purchase shares of Series C common stock. A portion of the options granted was comprised of 676 thousand options with a weighted average grant-date fair value (鈥淕DFV鈥) of $10.86 per share that vest annually over 3 years and 1.3 million options with a weighted average GDFV of $15.52 per share that vest 50% each on December 31, 2019 and 2020.听

In connection with our CEO鈥檚 employment agreement, 猫咪社区 also granted 420 thousand performance-based options of Series C common stock and 34 thousand performance-based restricted stock units of Series C common stock during 2015. Such options and restricted stock units had a weighted average grant-date fair value of $12.15 per share and $38.20 per share, respectively. The performance-based options and performance-based restricted stock units cliff vest in one year, subject to satisfaction of certain performance objectives.

During the year ended December 31, 2014, 猫咪社区 granted 3.3 million options to purchase shares of Series C common stock to the CEO of 猫咪社区 in connection with his employment agreement (see note 12); of those options, one half vest on December 24, 2018 and the other half vest on December 24, 2019. The remainder of the options granted typically vest quarterly over a 4 year vesting period.

The Company has calculated the grant-date fair value for all of its equity classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data.听听For grants made in 2015, 听2014 and 2013, the range of expected terms was 4.6 to 7.9 years. The volatility used in the calculation for Awards is based on the historical volatility of 猫咪社区's stocks and the implied volatility of publicly traded 猫咪社区 options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

The following table presents the volatilities used by the Company in the Black-Scholes Model for the 2015, 听2014 and 2013 grants.

Volatility

2015 grants

听听听听

听听听听

听听听听

听听听听

猫咪社区 options

24.7

%

-

36.7

%

2014 grants

听听听听

听听听听

听听听听

听听听听

猫咪社区 options

28.2

%

-

31.3

%

2013 grants

听听听听

听听听听

听听听听

听听听听

猫咪社区 options

31.3

%

-

41.4

%

猫咪社区 - Outstanding Awards

The following table presents the number and weighted average exercise price ("WAEP") of Awards to purchase 猫咪社区 common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards.

Series听A

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

猫咪社区

remaining

value

听Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2015

3,207

$

23.21

Granted

听鈥

$

听鈥

Exercised

(845)

$

22.77

Forfeited/Cancelled/Exchanged

(2)

$

32.20

Outstanding at December 31, 2015

2,360

$

23.36

3.3

years

$

37

Exercisable at December听31, 2015

2,264

$

23.24

3.1

years

$

36

Series听C

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

猫咪社区

remaining

value

听Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2015

9,833

$

26.71

Granted

2,476

$

38.29

Exercised

(1,691)

$

22.47

Forfeited/Cancelled/Exchanged

(5)

$

31.95