Stock-Based Compensation | Note 17. Stock-Based Compensation In connection with the Company ’ s initial public offering, the Company ’ s board of directors and stockholders have adopted the Omnibus Incentive Plan. Prior to the Company ’ s initial public offering, the Company ’ s board of directors and stockholders had adopted the MSIP. Upon adoption of the Omnibus Incentive Plan, the Company froze the MSIP and will make no further grants thereunder. However, awards previously granted under the MSIP are unaffected by the termination of the MSIP. The Omnibus Incentive Plan provides for awards in the form of stock options, stock purchase rights, restricted stock, RSUs, performance shares, performance units, stock appreciation rights, dividend equivalents, DSUs and other stock-based awards. The MSIP provided for the sale of shares and DSUs of the Company ’ s stock to the Company ’ s executives, officers and other employees and to the Company ’ s directors as well as the grant of RSUs, performance-based RSUs and options to purchase the Company ’ s shares to those individuals. DSUs represent a right to receive a share of common stock in the future. The Company ’ s Compensation Committee selects the Company ’ s executive officers, employees and directors eligible to participate in the MSIP and the Omnibus Incentive Plan and determines the specific number of shares to be offered or options to be granted to an individual. On February 24, 2015, the Company’s board of directors approved and recommended for approval by the Company’s stockholders the Employee Stock Purchase Plan, which became effective for offering periods commencing July 1, 2015. The Employee Stock Purchase Plan is intended to qualify for the favorable tax treatment under the Code. Under the plan, eligible employees of the Company may purchase common stock, subject to Internal Revenue Service limits, during pre-specified offering periods at a discount established by the Company not to exceed ten percent of the then-current fair market value. On April 27, 2015, the Company’s stockholders approved the Employee Stock Purchase Plan with a maximum of one million shares of common stock authorized for sale under the plan. Under the Employee Stock Purchase Plan, the Company sold 34,302 shares in 2015 at a weighted-average grant-date fair value of the purchase rights of $3.97 . A maximum of 16,396,667 shares of the Company ’ s stock is authorized for issuance under the MSIP, the Omnibus Incentive Plan, and the Employee Stock Purchase Plan, of which, as of December 31, 2015, 8,409,133 shares remain available for future grants. The Company currently intends to satisfy any need for the Company ’ s shares of common stock associated with the settlement of DSUs, vesting of RSUs, exercise of options or purchase of shares issued under the Omnibus Incentive Plan, MSIP or Employee Stock Purchase Plan through new shares available for issuance or any shares repurchased, forfeited or surrendered from participants in the MSIP and the Omnibus Incentive Plan. All option grants under the Omnibus Incentive Plan and the MSIP have been, and the Company expects that all future option grants will be, non-qualified options with a per-share exercise price no less than the fair market value of one share of the Company ’ s stock on the grant date. Any stock options granted will generally have a term of ten years, and vesting will be subject to an employee ’ s continued employment. The Company ’ s Compensation Committee may accelerate the vesting of an option at any time. In addition, vesting of options will be accelerated if the Company experiences a change in control (as defined in the Omnibus Incentive Plan and the MSIP) unless options with substantially equivalent terms and economic value are substituted for existing options in place of accelerated vesting. Vesting of options granted under the Omnibus Incentive Plan and the MSIP will also be accelerated in the event of an employee ’ s death or disability (as defined in the Omnibus Incentive Plan and the MSIP). Upon termination for cause (as defined in the Omnibus Incentive Plan and the MSIP), all options held by an employee are immediately cancelled. Following a termination without cause, vested options will generally remain exercisable through the earlier of the expiration of their term or three months following termination of employment ( one year in the case of death, disability or retirement at normal retirement age). Unless sooner terminated by the Company ’ s board of directors, the Omnibus Incentive Plan will remain in effect until June 26, 2024. In 2015, 2014 and 2013, the Company completed various equity offerings to certain of the Company ’ s executives, officers and employees pursuant to the MSIP and Omnibus Incentive Plan. The shares sold and options granted in connection with these equity offerings are subject to and governed by the terms of the MSIP and Omnibus Incentive Plan. In connection with these offerings, the Company sold a total of 245,996 and 574,379 shares of common stock in 2014 and 20 13, respectively, at a weighted- average purchase price of $12.00 per share in 2014 and $11.68 per share in 2013 . No shares of common stock were sold in 2015. In addition, the Company granted the Company ’ s executives, officers and employees options to purchase 411,506; 1,222,831; and 2,113,076 shares of the Company ’ s common stock in 2015, 2014 and 2 013, respectively, at a weighted- average exercise price of $32.70 per share for options issued in 2015, $12.91 per share for options issued in 2014 and $11.61 per share for options issued in 2013. These options are subject to and governed by the terms of the MSIP and Omnibus Incentive Plan. The per share purchase price and exercise price was based on the determination by the Company ’ s Compensation Committee of the fair market value of the Company ’ s common stock as of the purchase/grant dates. All options granted to date generally will vest in four equal annual installments, subject to an employee ’ s continued employment. The four -year vesting period is the requisite service period over which compensation cost will be recognized on a straight-line basis for all grants. All options issued are accounted for as equity-classified awards . The value of each option award was estimated on the grant date using the Black-Scholes option valuation model that incorporates the assumptions noted in the following table. For options granted in 2015, the expected volatility was based on historical and implied volatilities of the Company’s publicly traded stock. For options granted in 2014 and 2013, the expected volatilities were based on the historical and implied volatilities of the publicly traded stock of a group of companies comparable to the Company . The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method as outlined by the SEC in Staff Accounting Bulletins No. 107 and 110 as the Company does not have sufficient historical exercise to provide a reasonable basis upon which to estimate expected life due to the limited period of time the Company’s equity shares have been publicly traded . The risk-free interest rates were based on the U.S. Treasury securities with terms similar to the expected lives of the options as of the grant dates. Year Ended December 31, Assumption 2015 2014 2013 Expected volatility 34.1 % 49.6 % 49.2% - 49.6 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life (in years) 6.3 6.3 6.3 Risk-free interest rate 1.50% - 1.83 % 1.86 % 1.69% - 2.02 % The weighted-average grant-date fair value of the options granted during 2015, 2014 and 2013 was $11.91 , $6.18 and $5.75 per option, respectively. During the year ended December 31, 2015, t he Company applied a forfeiture assumption of 20.37 percent per annum in the recognition of the expense related to these options, with the exception of the options held by the Company ’ s CEO for which the Company has applied a forfeiture rate of zero. The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013, was $25 million, $10 million and less than $1 million, respectively. The total fair value of stock options vested during the years ended December 31, 2015, 2014 and 2013, was $5 million, $4 million and $3 million, respectively. A summary of option activity under the MSIP and Omnibus Incentive Plan as of December 31, 2015, and changes during the year then ended is presented below: Weighted Avg. Remaining Weighted Avg. Aggregate Contractual Stock Exercise Intrinsic Value Term Options Price (in millions) (in years) Total outstanding, December 31, 2014 4,604,099 $ 12.27 $ 67 Granted to employees 411,506 $ 32.70 Exercised (1,182,674) $ 12.33 Forfeited (160,500) $ 20.92 Expired (4,376) $ 16.01 Total outstanding, December 31, 2015 3,668,055 $ 14.16 $ 92 7.22 Total exercisable, December 31, 2015 1,644,793 $ 12.01 $ 45 6.10 The Company granted the Company ’ s executives, officers and employees 304,680 ; 99,622 ; and 907,516 RSUs in 2015, 2014 and 2013, respectively, with weighted- average grant date fair values of $32.55 per unit for 2015, $17.52 per unit for 2014, and $13.02 per unit in 2013, which was equivalent to the then current fair value of the Company ’ s common stock at the grant date. All RSUs outstanding as of December 31, 2015 will vest in three equal annual installments, subject to an employee ’ s continued employment. Upon vesting, each RSU will be converted into one share of the Company ’ s common stock. The total fair value of RSUs vested during the years ended December 31, 2015, 2014 and 2013, was $7 million, $5 million and $2 million, respectively. A summary of RSU activity under the MSIP and the Omnibus Incentive Plan as of December 31, 2015, and changes during the year then ended is presented below: Weighted Avg. Grant Date RSUs Fair Value Total outstanding, December 31, 2014 433,506 $ 13.12 Granted to employees 304,680 $ 32.55 Vested (206,610) $ 12.92 Forfeited (31,610) $ 29.77 Total outstanding, December 31, 2015 499,966 $ 23.99 During the years ended December 31, 2015, 2014 and 2013, the Company recognized stock-based compensation expense of $10 million ( $6 million, net of tax), $8 million ( $5 million, net of tax) and $4 million ( $3 million, net of tax), respectively. As of December 31, 2015, there was $19 million of total unrecognized compensation costs related to non-vested stock options and RSUs granted by the Company under the MSIP and Omnibus Incentive Plan. These remaining costs are expected to be recognized over a weighted-average period of 2.17 years. There were no stock option modifications in 2015, 2014 and 2013. TruGreen Spin-Off In connection with the TruGreen Spin-off, on January 14, 2014, the Company distributed all of New TruGreen ’ s common stock to the Company ’ s stockholders. Following the distribution, the Company ’ s employees held equity incentive awards covering shares of New TruGreen common stock as well as equity incentive awards covering shares of the Company ’ s common stock, and employees who transferred to New TruGreen held equity incentive awards covering shares of the Company’s common stock as well as equity incentive awards covering shares of New TruGreen common stock. To align the interests of the Company ’ s continuing employees and the interests of New TruGreen ’ s employees with their respective employers, on February 14, 2014, the Company and New TruGreen extended offers to each other ’ s employees to allow them to tender their equity awards covering shares of their non-employing entity to the respective issuer and subsequently to apply the proceeds of any such tendered equity awards to subscribe for equity awards in their respective employers at the then-current fair market value ( $12.00 , in the case of the Company’s common stock, and $3.75 , in the case of New TruGreen common stock). As a result of this program, on March 18, 2014, the Company accepted tenders of 199,075 shares of the Company ’ s common stock and DSUs from New TruGreen employees and issued 237,762 shares of the Company ’ s common stock and DSUs to the Company ’ s continuing employees. Additionally, 63,663 RSUs were converted under this program. In connection with the TruGreen Spin-off, the Company adjusted the exercise price of options held by the Company ’ s employees to reflect the fair market value of its common stock after giving effect to the TruGreen Spin-off by multiplying the exercise price of such options immediately prior to the TruGreen Spin-off by a fraction, the numerator of which was the fair market value of a share of its common stock immediately following the TruGreen Spin-off ( $12.00 per share) and the denominator of which was the fair market value of a share of its common stock immediately prior to the TruGreen Spin-off ( $15.75 per share), or the “ Option Conversion Ratio. ” To allow the Company ’ s employees to retain the intrinsic value of their stock options prior to the TruGreen Spin-off, the Company also adjusted the number of shares underlying the options of such employees. The number of shares underlying the options was adjusted by dividing the number of shares underlying the options held by each employee by the Option Conversion Ratio. The Company refers to these adjustments collectively as the “ Option Conversion. ” The change in the number of shares underlying options and the adjustment of the exercise price pursuant to the Option Conversion represent modifications to the Company ’ s share based compensation awards. As a result of the Option Conversion the Company compared the fair value of the awards following the TruGreen Spin-off with the fair value of the original awards. The comparison did not yield incremental value. Accordingly, the Company did not record any incremental compensation expense as a result of the Option Conversion. |