Share-Based Compensation | SHARE-BASED COMPENSATION The share-based compensation expense relating to the Company’s stock options and restricted stock awards ("RSAs") for the three months ended September 30, 2016 and 2015 was $4.8 million and $12.3 million , respectively, with related tax benefits of approximately $1.9 million and $4.5 million , respectively. The share-based compensation expense relating to the Company’s stock options and RSAs for the nine months ended September 30, 2016 and 2015 was $25.3 million and $25.3 million , respectively, with related tax benefits of approximately $10.0 million and $9.6 million , respectively. Total share-based compensation expense that has been included in the Company's consolidated statements of operations was as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (unaudited) (unaudited) Share-based compensation expense allocation details: Cost of services $ 1,281 $ 3,152 $ 4,804 $ 5,756 Selling, general and administrative 3,479 9,163 18,639 19,562 Other — — 1,828 — Total share-based compensation expense (1) $ 4,760 $ 12,315 $ 25,271 $ 25,318 (1) Includes $0.1 million in share-based compensation expense paid in cash during the nine months ended September 30, 2016 and $1.9 million and $2.3 million in share-based compensation expense paid in cash during the three and nine months ended September 30, 2015, respectively. There was no share-based compensation expense paid in cash for the three months ended September 30, 2016. The Company uses the Black-Scholes option pricing model to determine the estimated fair value of each option as of its grant date. These inputs are subjective and generally require significant analysis and judgment to develop. The Company used Monte Carlo simulations to estimate the fair value of its RSAs with vesting based on market-based performance conditions as of their respective grant dates. Expected life is based on the market condition to which the vesting is tied. The following table sets forth the significant assumptions used in the Black-Scholes option pricing model and the Monte Carlo simulations and the calculation of share-based compensation expense for the nine months ended September 30, 2016 and 2015 : Nine Months Ended September 30, 2016 2015 Future dividends — — Risk-free interest rate 1.2% to 1.9% 1.5% to 2.0% Expected volatility 45% to 50% 50% to 68% Expected life 6.25 6.25 Forfeitures 5.68% annually 5.68% annually The risk-free interest rate input is based on U.S. Treasury instruments, and expected volatility of the share price based upon review of the historical volatility levels of the Company’s common stock in conjunction with that of public companies that operate in similar industries or are similar in terms of stage of development or size and a projection of this information toward its future expected volatility. The Company used the simplified method to estimate the expected option life for 2016 and 2015 option grants. The simplified method was used due to the lack of sufficient historical data available to provide a reasonable basis upon which to estimate the expected term of each stock option. Stock Options A summary of the options activity during the nine months ended September 30, 2016 is shown below: Shares Weighted-Average Exercise Price Outstanding at January 1, 2016 15,260,266 $ 10.23 Granted 1,274,559 2.19 Exercised (54,780 ) 1.89 Canceled (2,177,007 ) 7.62 Forfeited (3,399,358 ) 9.99 Outstanding at September 30, 2016 10,903,680 $ 9.93 Outstanding and vested and exercisable at September 30, 2016 7,932,963 $ 11.44 Outstanding and vested and exercisable at December 31, 2015 8,876,517 $ 11.63 Restricted Stock Awards A summary of the restricted stock activity during the nine months ended September 30, 2016 is shown below: Weighted-Average Grant Date Fair Value Shares Outstanding at January 1, 2016 9,255,932 $ 4.24 Granted 3,071,876 2.58 Vested (3,336,334 ) 3.73 Forfeited (3,061,230 ) 4.63 Outstanding at September 30, 2016 5,930,244 $ 3.05 In most cases, RSA vesting is based on the passage of time. The amount of share-based compensation expense is based on the fair value of the Company's common stock on the respective grant dates and is recognized ratably over the vesting period. The Company's RSA agreements allow employees to surrender to the Company shares of common stock upon vesting of their RSAs in lieu of their payment of the required personal employment-related taxes. The Company does not withhold taxes in excess of minimum required statutory requirements. During the nine months ended September 30, 2016 and 2015, employees delivered to the Company 981,505 and 288,490 shares of stock, respectively, which the Company recorded at a cost of approximately $2.0 million and $1.4 million , respectively. Shares surrendered for payment of personal employment-related taxes are held in treasury. Other Matters During the second quarter of 2016, in connection with the resignation of the Company's Chief Executive Officer, Chief Financial Officer and restructuring plan described in Note 8 below, the vesting of certain options and RSAs was accelerated as described in the agreements previously entered into by the former employees and resulted in an increase of share-based compensation expense for the nine months ended September 30, 2016 of $7.0 million and is recorded in selling, general and administrative expenses. During the second quarter of 2015, in connection with the resignation of a former Chief Executive Officer of the Company from the Company's board of directors (the "Board"), the Company modified the terms of awards previously granted to such Board member. This modification allowed for the continuation of vesting of options despite his resignation from the Board, and resulted in a net increase of share-based compensation expense for the nine months ended September 30, 2015 of $3.1 million and is recorded in other operating expenses. Subsequent Events On October 3, 2016, the Board approved an amended Long-Term Incentive (“LTI”) program for 2016 and 2017, pursuant to which 7,087,374 stock options and 1,361,794 restricted stock units were granted. and which program contemplates the issuance of approximately 3,577,780 performance-based restricted stock units ("PBRSUs"), although the actual number of PBRSUs has not been set and may be greater. The issuance of the PBRSUs remains subject to the Board establishing the performance criteria and goals and maximum target number of shares. One-half of the stock options, representing 3,543,687 shares of common stock, and all of the restricted stock units granted under the LTI program on such date were issued contingent upon stockholder approval of the amended and restatement Second Amended and and Restated 2010 Stock Incentive Plan (the "Second A&R 2010 Plan") at the Company’s 2016 annual meeting of stockholders currently planned for December 2016 (the “2016 Annual Meeting”). If stockholder approval is not obtained, such awards will be cancelled. In the fourth quarter of 2016, in addition to the grants made under the LTI program, the Company issued 1,107,505 stock options and expects to issue 499,704 PBRSUs to certain executive officers and other highly valued non-executive employees of the Company (although the actual number of PBRSUs has not been set and may be greater), provided that the issuance of such PBRSUs remain subject to the Board establishing the performance criteria and goals and maximum target number of shares. Such stock options were issued contingent upon stockholder approval of the Second A&R 2010 Plan at the 2016 Annual Meeting, and the future issuance of such PBRSUs will also be contingent upon such stockholder approval. |