Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease)

[Table of Contents](#i96cbbb599c964cb4a125b720672b6568_10)Performance-Based Restricted Stock UnitsPerformance-Based Restricted Stock Units (PBRSUs) are stock units that pay out based on the Company’s total shareholder return (TSR) as compared to a group of peer companies over a three-year period. The award payout can range from 0% to 200% of the initial PBRSU grant. The PBRSUs granted under this program will vest at the payout amount and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date. If an executive terminates employment because of retirement, layoff, disability or death, the employee (or beneficiary) remains eligible under the award and, if the award is earned, will receive a proration of stock units based on active employment during the three-year service period. In all other cases, the PBRSUs will not vest and all rights to the stock units will terminate.In February 2020 and 2019, we granted to our executives 290,202 and 214,651 PBRSUs as part of our long-term incentive program. Compensation expense for the award is recognized over the three-year performance period based upon the grant date fair value. The grant date fair values were estimated using a Monte-Carlo simulation model with the assumptions presented below. The model includes no expected dividend yield as the units earn dividend equivalents.

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| Grant Year | Grant Date | Performance Period | Expected Volatility | Risk Free Interest Rate | Grant Date Fair Value |
|  |  |  |  |  |  |
| 2020 | 2/24/2020 | 3 years | 27.04  | % | 1.21  | % | $357.38  |  |
| 2019 | 2/25/2019 | 3 years | 23.88  | % | 2.46  | % | 466.04  |  |

PBRSU activity for the year ended December 31, 2021 was as follows:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  | Executive Long-Term Incentive Program  |
| Number of units: |  |  |
| Outstanding at beginning of year |  | 621,559  |  |
|  |  |  |
| Performance based adjustment(1) |  | (203,331) |  |
|  |  |  |
| Forfeited |  | (34,827) |  |
|  |  |  |
|  |  |  |
| Outstanding at end of year |  | 383,401  |  |
| Unrecognized compensation cost |  | $36  |  |
| Weighted average remaining amortization period (years) |  | 1.1 |

(1)    Represents net number of units adjusted at vesting based on TSR for units granted in 2018.Performance AwardsDuring 2020 and 2019, we granted Performance Awards to our executives, which are cash units that pay out based on the achievement of long-term financial goals at the end of a three-year period. Each unit has an initial value of $100 dollars. The amount payable at the end of the three-year performance period may be anywhere from $0 to $200 dollars per unit for the 2019 Performance Awards and $0 to $150 dollars for 2020 Performance Awards, depending on the Company’s performance against plan for a three-year period. The Compensation Committee has the discretion to pay these awards in cash, stock or a combination of both after the three-year performance period. Compensation expense, based on the estimated performance payout, is recognized ratably over the performance period.The minimum payout amount is $0, and the maximum amount we could be required to pay out for the 2020 and 2019 Performance Awards is $253 and $323.111
