Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

Share-Based Compensation
3 Months Ended
Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation
We have granted stock, restricted stock, phantom units and options to purchase common stock to employees, outside directors and a consultant under the Amended and Restated 2003 Stock Incentive Plan, as amended (the “2003 Plan”), 2011 Incentive Plan, as amended (the “2011 Plan”) and the 2015 Long-Term Cash Incentive Plan (the “2015 Plan”).

The 2003 Plan and 2011 Plan provide for the issuance of 21.0 million shares and 35.0 million shares, respectively, of our common stock that may be in the form of non-qualified stock options, incentive stock options, purchased stock, restricted (non-vested) stock, bonus (unrestricted) stock, stock appreciation rights, phantom units and other share-based performance awards deemed by the Compensation Committee of our Board of Directors (the “Compensation Committee”) to be consistent with the purposes of the 2003 Plan and 2011 Plan. As of March 31, 2016, all of the shares under the 2003 Plan have been granted and 26.8 million shares, net of cancellations, have been granted under the 2011 Plan. The 2015 Plan generally provides for cash-settled awards in the form of stock appreciation rights, phantom unit awards, performance unit awards, other-stock based awards and cash awards. The 2014-2018 Long-Term Cash Incentive Program (the “2014-2018 LTIP”) is a sub-plan of the 2015 Plan and provides for performance-based phantom unit awards. As of March 31, 2016, 5.4 million phantom units have been granted under the 2015 Plan.

Total share-based compensation expense consisted of the following (in thousands):
Three Months Ended March 31,
Total share-based compensation


Capitalized share-based compensation
Total share-based compensation expense, net


The total unrecognized compensation cost at March 31, 2016 relating to non-vested share-based compensation arrangements was $132.6 million, which is expected to be recognized over a weighted average period of 2.0 years.

We received zero and $1.0 million in the three months ended March 31, 2016 and 2015, respectively, of proceeds from the exercise of stock options.