Stock-Based Compensation and Stockholders' Equity | Stock-Based Compensation and Stockholders' Equity The Company records compensation expense for employee and director stock-based compensation plans based upon the fair value of the award in accordance with ASC 718, Compensation-Stock Compensation. Equity Incentive Plans At December 31, 2017 , the Company has the 2014 Equity Incentive Plan for the issuance of stock-based compensation, including but not limited to, common stock options and restricted shares to employees. In addition, the Company’s plan provides for grants of non-statutory stock options and restricted shares awards (“RSA’s”) to non-employee directors. The Company issues shares out of treasury stock, if available, otherwise new shares of common stock are issued upon the exercise of stock options and the granting of restricted shares. At December 31, 2017 , approximately 3.6 million shares remain available for future issuance under this plan. In addition, the Company has additional equity incentive plans that are established in conjunction with its acquisitions. These plans are considered one-time, inducement awards of incentive stock options, non-statutory stock options and restricted shares. Once the inducement awards are granted, no additional shares, including forfeitures and cancellations, are available for future grant under these plans. Generally, incentive stock options and non-statutory stock options vest ratably over three to four years, are contingent upon continued employment and expire ten years from the grant date. Restricted share awards generally vest 25 percent each year over a four year period. The Board of Directors or a committee thereof, administers all of the equity incentive plans and establishes the terms of options granted, including the exercise price, the number of shares subject to individual option awards and the vesting period of options, within the limits set forth in the plans. Options have a maximum term of 10 years and generally vest monthly over four years, as determined by the Board of Directors. Yodle Equity Grants In connection with the March 2016 Yodle acquisition, the Company granted 0.3 million restricted shares that vest annually over a four year period and 0.3 million stock options of which 25 percent vest one year from the date of grant and the remaining 75 percent vest monthly over a three year period for a total of four years. In addition, the Company converted unvested and out-of-the-money vested Yodle stock options to 1.3 million stock options of the Company. The total value of the converted stock options is approximately $8.3 million . Approximately $2.3 million has been recorded as additional consideration related to the vested options at the time of the closing of the acquisition. The remaining expense, net of forfeitures, is being amortized to stock compensation expense over the remaining service period of approximately 2 years . Performance Shares During 2017, 2016 and 2015, the Compensation Committee of the Board of Directors approved performance share equity awards. The targeted number of shares granted under a 100 percent payout scenario for the awards, in total, is 0.5 million common shares over the 3 years vesting periods, with approximately one-third vesting each year. The actual number of shares that may be earned and issued, if any, may range from 0% - 200% of the target number of shares granted. The range is based upon (1) the number of shares earned based upon the over achievement or under achievement of the financial measures for the annual performance period and (2) the number of shares earned being adjusted higher or lower depending on the performance of the Company's total shareholder return, compared against the Company's peer group. Compensation expense related to the performance shares for the years ended December 31, 2017 , 2016 and 2015, was approximately $3.5 million , $1.2 million , and $1.0 million , respectively. As of December 31, 2017 , there was approximately $0.5 million of unrecognized compensation expense related to the 2017 tranches of performance shares, which is expected to be recognized over a weighted average period of 0.1 years. The 2017 performance share period resulted in a payout of 71% of the underlying target shares, or approximately 0.1 million shares for the 2017, 2016 and 2015 tranches combined. Stock Options Compensation expense related to the Company's stock option plans was $7.8 million , $9.6 million and $10.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , the Company had $10.5 million of unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 2.6 years . During the years ended December 31, 2017 , 2016 and 2015 , 1.2 million , 0.7 million and 0.7 million common shares were issued from options exercised, respectively. The total intrinsic value of options exercised during the years ended December 31, 2017 , 2016 , and 2015 was $9.4 million , $5.4 million , and $7.4 million , respectively. The fair value of options vested during the years ended December 31, 2017 , 2016 , and 2015 was $9.1 million , $10.8 million , and $11.3 million , respectively. The weighted-average grant-date fair value of an option granted during the years ended December 31, 2017 , 2016 , and 2015 was $8.64 , $8.01 , and $9.36 , respectively. The fair value of each option award is estimated on the grant date using the Black-Scholes option valuation model and the assumptions noted in the following table. Expected volatility rates are based on the Company’s historical volatility on the grant date. The Company estimates the expected term based on the historical exercise experience of our employees, which we believe is representative of future behavior. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Below are the assumption ranges used in calculating the fair value of options granted during the following periods: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.84 - 2.06 % 1.11 - 1.39 % 1.52 -1.60 % Dividend yield — % — % — % Expected life (in years) 4.99 - 5.07 4.97 - 5.19 4.96 - 4.99 Volatility 42 - 45 % 47 - 54 % 55 - 57 % The following table summarizes option activity for all of the Company’s stock options: Shares Covered by Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balance, December 31, 2016 5,815,297 $ 16.06 Granted 1,211,925 $ 21.07 Exercised (1,173,494 ) $ 14.45 Forfeited (499,248 ) $ 19.27 Expired (88,447 ) $ 22.12 Balance, December 31, 2017 5,266,033 $ 17.20 5.81 $ 31,096 Exercisable at December 31, 2017 3,820,834 $ 16.17 4.73 $ 28,014 Price ranges of outstanding and exercisable options as of December 31, 2017 are summarized below: Outstanding Options Exercisable Options Exercise Price Number of Options Weighted- Average Remaining Life (Years) Weighted- Average Exercise Price Number of Options Weighted- Average Exercise Price $3.55 - $9.97 1,059,960 2.15 $ 7.32 1,059,960 $ 7.32 $10.95 - $15.96 1,392,729 4.61 $ 14.22 1,359,968 $ 14.22 $16.97 - $19.24 1,129,540 7.54 $ 17.92 577,059 $ 18.06 $19.48 - $24.88 1,053,615 9.07 $ 21.20 214,811 $ 21.16 $26.69 - $36.45 630,189 6.07 $ 32.37 609,036 $ 32.36 5,266,033 3,820,834 Restricted Stock Awards The fair value of each restricted stock award grant is based on the closing price of the Company’s stock on the date of grant and is amortized to compensation expense over its vesting period, which generally ranges between one and four years. Restricted stock is not transferable until vested. Compensation expense related to restricted stock plans for the years ended December 31, 2017 , 2016 and 2015 was approximately $11.9 million , $9.9 million and $8.7 million , respectively. As of December 31, 2017 , there was approximately $20.4 million of unrecognized compensation cost related to restricted stock outstanding, which is expected to be recognized over a weighted average period of 2.4 years . During the years ended December 31, 2017 , 2016 and 2015, approximately 0.2 million , 0.2 million and 0.1 million shares totaling approximately $4.6 million , $4.3 million and $2.4 million , respectively, were withheld by the Company for minimum income tax withholding requirements, primarily for restricted shares that vested. During the years ended December 31, 2017 , 2016 and 2015 , 0.9 million , 1.2 million and 0.5 million restricted common shares were granted, respectively. The following restricted stock activity occurred under the Company’s equity incentive plans during the year ended December 31, 2017 : Shares Weighted- Average Grant-Date Fair Value Restricted stock awards outstanding at December 31, 2016 1,552,723 $ 17.87 Granted 1,067,959 $ 20.46 Forfeited (205,889 ) $ 19.34 Lapse of restriction (released) (543,596 ) $ 18.95 Restricted stock awards outstanding at December 31, 2017 1,871,197 $ 18.87 Stock Repurchases On November 5, 2014, the Company's Board of Directors authorized a share repurchase program of up to $100.0 million of the Company's common stock expiring on December 31, 2016. In October 2016, the Company's Board of Directors authorized that the share repurchase program of the Company's outstanding securities be extended through December 31, 2018 and be increased by an additional $100.0 million . The aggregate amount of available shares available for repurchase under this program was $33.8 million at December 31, 2017 . Repurchases under the repurchase programs may take place in the open market or in privately negotiated transactions, including structured and derivative transactions such as accelerated share repurchase transactions, and may be made under a Rule 10b5-1 plan. During the years ended December 31, 2017 and 2016 , the Company repurchased common shares totaling $76.3 million and $28.6 million , respectively. |