Share Based Payments | NOTE 8 – SHARE BASED PAYMENTS In May 2011, the Company established and our shareholders approved the Hersha Hospitality Trust 2012 Equity Incentive Plan (the “2012 Plan”) for the purpose of attracting and retaining executive officers, employees, trustees and other persons and entities that provide services to the Company. Executives & Employees Annual Long Term Equity Incentive Programs To further align the interests of the Company’s executives with those of shareholders, the Compensation Committee grants annual long term equity incentive awards that are both “performance based” and “time based.” On March 17 , 201 6 , the Compensation Committee approved the 201 6 Annual Long Term Equity Incentive Program (“201 6 Annual EIP”) for the executive officers, pursuant to which the executive officers are eligible to earn equity awards in the form of stock awards or performance share awards issuable pursuant to the 2012 Plan (“LTIP Units”). LTIP Units are earned under the 2016 Annual EIP based on achieving a threshold, target or maximum level of performance in the performance of RevPAR growth in certain defined areas. The Company accounts for these grants as performance awards for which the Company assesses the probable achievement of the performance conditions at the end of each period. As of March 31, 2016 , no shares or LTIP Units have been issued in accordance with the 2012 Plan to the executive officers in settlement of 201 6 Annual EIP awards. The following table is a summary of all unvested LTIP Units issued to executives: Units Vested Unearned Compensation Issuance Date LTIP Units Issued Vesting Period Vesting Schedule March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 March 30, 2016 (2015 Annual EIP) 183,396 3 years 25%/year (1) 45,847 - $ 1,741 $ - March 30, 2015 (2014 Annual EIP) 128,832 3 years 25%/year (1) 64,415 64,415 624 758 December 23, 2014 (2013 Annual EIP) (3) 83,993 3 years 25%/year (1) 83,992 83,992 130 173 December 23, 2014 (3) 258,899 5 years 33% Year 3, 4, 5 (2) 86,299 86,299 1,279 1,553 655,120 280,553 234,706 $ 3,774 $ 2,484 (1) 25% of the issued shares or LTIP Units vested immediately upon issuance. In general, the remaining shares or LTIP Units vest 25% on the first through third anniversaries of the end of the performance period (subject to continuous employment through the applicable vesting date). (2) On April 18, 2012, the Company entered into amended and restated employment agreements with the Company’s executive officers. To induce the executives to agree to the substantial reduction in benefits upon certain terminations following a change of control as described in the agreements, the Company awarded an aggregate of 258,899 restricted common shares to the executives pursuant to the 2012 Plan, which were subsequently forfeited and replaced with LTIP Units. One-third of each award of LTIP Units vested or will vest on each of the third, fourth and fifth anniversaries of the date of issuance. Vesting will accelerate upon a change of control or if the relevant executive’s employment with the Company were to terminate for any reason other than for cause (as defined in the employment agreements). NOTE 8 – SHARE BASED PAYMENTS (CONTINUED) (3) On December 23, 2014, the 2012 Plan was amended and restated to add LTIP Units as a type of award available under the 2012 Plan. On this date, the Compensation Committee approved an aggregate of 487,081 LTIP Units to certain executive officers. These executive officers forfeited an aggregate of 487,081 Class A Common Shares, all of which were unvested as of the grant date of the LTIP Units and previously awarded to the executive officers under the 2012 Plan as restricted stock awards. These LTIP Units are subject to the same time-based vesting conditions that applied to the forfeited restricted stock awards. Stock based compensation expense related to the Annual Long Term Equity Incentive Program of $ 1,411 a nd $ 1,195 was incurred during the three months ended March 31, 2016 and 201 5 , respectively. Unea rned compensation related to the Annual Long Term Equity Incentive Program as of March 31, 2016 and December 31, 201 5 was $ 3,774 a nd $ 2,484 , respectively. Compensation related to the grants and amortization of LTIP Units is included in Noncontrolling Interests on the Company’s Consolidated Balance Sheets and Consolidated Statements of Equity. Multi-Year Long Term Equity Incentive Programs On March 17, 2016, the Compensation Committee approved the 2016 Multi-Year Long Term Equity Incentive Program (“2016 Multi-Year EIP”). This program has a three-year performance period which commenced on January 1, 2016 and ends December 31, 2018. As of March 31, 2016, no shares or LTIP Units have been issued to the executive officers in settlement of 2016 Multi-Year EIP awards. Stock based compensation expense for the three months ended March 31, 2016 and 2015 was $0 and $23 , respectively. The followin g table is a summary of the approved Multi-Year Long Term Equity Incentive Programs : Units Vested Unearned Compensation Compensation Committee Approval Date LTIP Units Issued LTIP Issuance Date Performance Period March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 March 18, 2015 $ $ (2015 Multi-Year EIP) - N/A 1/1/2015 to 12/31/2017 - - 546 596 April 11, 2014 (2014 Multi-Year EIP) - N/A 1/1/2014 to 12/31/2016 - - 495 567 April 15, 2013 (2013 Multi-Year EIP) 110,849 3/30/2016 1/1/2013 to 12/31/2015 55,424 - 445 385 110,849 55,424 - $ 1,486 $ 1,548 The shares or LTIP Units issuable under the Multi-Year Long Term Incentive Programs, including the 2016 Multi-Year EIP, are based on the Company’s achievement of a certain level of (1) absolute total shareholder return ( 37.50% of the award), (2) relative total shareholder return as compared to the Company’s peer group ( 37.50% of the award), and (3) relative growth in revenue per available room compared to the Company’s peer group ( 25% of the award). The Company accounts for the total shareholder return components of these grants as market based awards where the Company estimates unearned compensation at the grant date fair value which is then amortized into compensation cost over the vesting period of each individual plan. The Company accounts for the RevPAR component of the grants as performance-based awards for which the Company assesses the probable achievement of the performance conditions at the end of the reporting period. Stock based compensation expe nse of $ 841 and $ 167 was recorded for the three months ended March 31, 2016 and 201 5 , respectively, for the Multi-Year Long Term Equity Incentive Programs. Unearned compensation related to the multi-year program as of March 31, 2016 and December 31, 201 5 , respectively, was $ 1,486 and $ 1,548 . NOTE 8 – SHARE BASED PAYMENTS (CONTINUED) Restricted Share Awards In addition to stock based compensation expense related to awards to executives under the Multi-Year and Annual Long Term Equity Incentive Programs, stock based compensation expense related to restricted common shares issued to employees of the Company o f $ 122 and $ 88 was incurred during the three months ended March 31, 2016 and 201 5 , respectively. Unearned compensation related to the restricted share awards as of March 31, 2016 and December 31, 201 5 was $ 499 and $ 491 , respectively. The following table is a summary of all unvested s hare awards issued to employees under the 2012 Plan and prior to equity incentive plans: Shares Vested Unearned Compensation Original Year of Issuance Date Original Shares Issued Range of Share Price on Date of Grant* Vesting Period Vesting Schedule March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 2016 6,261 $ 21.11 2 years 50% /year - - $ 132 $ - 2015 23,492 21.76 -28.09 2 -4 years 25 -50% /year 600 600 339 419 2014 11,455 26.00 -27.00 2 years 50% /year 6,619 6,619 21 54 2013 11,899 22.56 2 -4 years 25 -50% /year 11,199 11,199 3 7 2012 13,646 21.12 2 -4 years 25 -50% /year 12,445 12,445 4 11 Total 66,753 30,863 30,863 $ 499 $ 491 *Original share price on date of grants prior to June 22, 2015 was multiplied by four to account for the reverse share split which occurred on June 22, 2015. See “Note 1 – Basis of Presentation” for more information. Trustees Annual Retainer The Compensation Committee approved a program that allows the Company’s trustees to make a voluntary election to receive any portion of the annual cash retainer in the form of common equity valued at a 25% premium to the cash that would have been received. On March 30, 201 6, we issued 5,289 shares which do not fully vest until December 31, 201 6 . Compensation expense for the three months ended March 31, 2016 and 2015 under this program was not material. The following table is a summary of all unvested share awards issued to trustees in lieu of an annual cash retainer: Unearned Compensation Original Issuance Date Shares Issued Share Price on Date of Grant Vesting Period Vesting Schedule March 31, 2016 December 31, 2015 March 30, 2016 5,289 $ 21.11 1 year 100% $ 112 $ - NOTE 8 – SHARE BASED PAYMENTS (CONTINUED) Multi-Year Long-Term Equity Incentives Compensation expense for the multi-year long term incentive plans for the Company’s trustees incurred for the three months ended March 31, 2016 and 201 5 w as $ 15 for both periods. Une arned compensation related to the multi-year long term equity incentives was $ 104 and $ 67 as of March 31, 2016 and December 31, 201 5 , respectively. The following table is a summary of all unvested share awards issued to trustees under the 2012 Plan and prior to equity incentive plans: Shares Vested Unearned Compensation Original Issuance Date Shares Issued Vesting Period Vesting Schedule March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 March 30, 2016 2,500 3 years 33%/year - - $ 48 $ - December 30, 2014 2,500 3 years 33% /year 835 835 42 48 December 27, 2013 3,000 3 years 33% /year 2,170 2,170 14 19 3,005 3,005 $ 104 $ 67 Non-employees The Company issues share based awards as compensation to non-employees for services provided to the Company consisting primarily of restricted common sh ares. The Company recorded stock based compensation expense o f $ 17 an d $ 51 for the three months ended March 31, 2016 and 2015, respectively. Unearned compensation related to the restricted share awards as of March 31, 2016 and December 31, 201 5 was $ 248 and $ 90 , respectively. The following table is a summary of all unvested share awards issued to non-em ployees under the 2012 Plan: Shares Vested Unearned Compensation Original Issuance Date Shares Issued Share Price on Date of Grant* Vesting Period Vesting Schedule March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 March 30, 2016 7,500 $ 21.11 2 years 50% /year - - $ 158 $ - March 27, 2015 7,438 $ 25.88 2 years 50% /year 3,762 3,762 90 90 Total 14,938 3,762 3,762 $ 248 $ 90 *Original share price on date of grants prior to June 22, 2015 was multiplied by four to account for the reverse share split which occurred on June 22, 2015. See “Note 1 – Basis of Presentation” for more information. |