Note 10. Share-Based Compensation Plans

We grant share-based compensation to our employees and directors. At December 31, 2013, an aggregate of 2,894,863 shares were authorized for future grant under our various share-based compensation plans, including stock options, restricted stock units, and restricted stock awards. Awards that expire or are canceled without delivery of shares generally become available for issuance under the plans. Upon exercises of stock options, vesting of restricted stock units, and vesting of restricted shares under all of our stock plans, we issue new shares of Reliance common stock.

Stock Options

Stock option activity under all the plans is as follows:

Stock Options			Weighted Average Exercise Price			Aggregate Intrinsic Value (In millions)

Outstanding at December 31, 2010	3,880,052		$	44.76
Granted	1,037,250			55.73
Exercised	(266,392	)		41.60
Expired or forfeited	(135,350	)		47.57


Outstanding at December 31, 2011	4,515,560			47.39
Exercised	(1,018,010	)		41.40
Expired or forfeited	(92,050	)		49.55


Outstanding at December 31, 2012	3,405,500			49.12
Exercised	(1,437,053	)		48.78
Expired or forfeited	(31,206	)		51.37


Outstanding at December 31, 2013	1,937,241		$	49.35	3.0	$	51.3




Exercisable at December 31, 2013	1,253,516		$	48.11	2.6	$	34.8

All options outstanding at December 31, 2013 had four-year vesting periods and seven year terms, with the exception of 154,000 options granted to our non-employee directors that had one-year vesting periods and 165,231 options that had ten-year terms.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted average assumptions:

	Year Ended December 31,

	2011
Weighted average assumptions used:
Exercise price	$	55.73
Risk free interest rate		2.20	%
Expected life in years		4.8
Expected volatility		60	%
Expected dividend yield		0.86	%
Grant date fair value	$	26.98

A summary of the status of our non-vested stock options as of December 31, 2013 and changes during the year then ended is as follows:

Non-vested Options			Weighted Average Grant Date Fair Value

Non-vested at January 1, 2013	1,377,113		$	23.21
Forfeited	(28,425	)	$	24.79
Vested	(664,963	)	$	21.37


Non-vested at December 31, 2013	683,725		$	24.93

Proceeds from option exercises under all stock option plans for the years ended December 31, 2013, 2012 and 2011 were $70.1 million, $42.1 million and $11.1 million, respectively. The total intrinsic values of all options exercised during the years ended December 31, 2013, 2012 and 2011 were $29.0 million, $15.5 million and $3.4 million, respectively.

The tax benefit realized from option exercises during the years ended December 31, 2013, 2012 and 2011 were $11.5 million, $5.4 million and $1.3 million, respectively.

The following tabulation summarizes certain information concerning outstanding and exercisable options as of December 31, 2013:

				Options Outstanding				Options Exercisable

Range of Exercise Price		Outstanding at December 31, 2013		Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price		Exercisable at December 31, 2013		Weighted Average Exercise Price of Options Exercisable
	$15 - $19		18,000		1.4	$	18.31		18,000	$	18.31
	$24 - $28		11,231		1.5	$	25.18		11,231	$	25.18
	$33 - $38		207,425		2.7	$	34.28		207,425	$	34.28
	$42 - $45		609,460		3.2	$	43.07		391,310	$	43.21
	$55 - $57		1,037,125		3.1	$	56.08		571,550	$	56.37
	$61 - $67		54,000		3.9	$	64.08		54,000	$	64.08

	$15 - $67		1,937,241		3.0	$	49.35		1,253,516	$	48.11

Restricted Shares

In 2013 and 2012, we granted 327,780 and 391,050, respectively, restricted stock units ("RSUs") to key employees pursuant to the Amended and Restated Stock Option and Restricted Stock Plan. Each RSU consists of the right to receive one share of our common stock and dividend equivalent rights, subject to forfeiture, equal to the accrued cash or stock dividends where the record date for such dividends is after the grant date but before the shares vest. Additionally, each 2013 and 2012 RSU granted has a service condition and cliff vests at December 31, 2015 and December 31, 2014, respectively, if the recipient is an employee on those dates. In addition to the service criteria, 136,225 and 138,700 of the RSUs granted in 2013 and 2012, respectively, also have performance goals and vest only upon the satisfaction of the service and performance criteria. The fair value of the 2013 and 2012 RSUs granted was $65.75 per share and $57.42 per share, respectively, determined based on the closing price of our common stock on the grant dates.

In 2011 and 2010, we granted 86,000 and 61,000 shares, respectively, of restricted stock to certain officers of the Company. The awards include dividend rights and vest over five years. The fair value of the 2011 and 2010 restricted stock grants was $37.29 per share and $41.24 per share, respectively, determined based on the closing price of our common stock on the grant date. As of December 31, 2013, 76,000 of these shares remain unvested and outstanding.

On May 18, 2011, our shareholders approved the Directors Equity Plan, which replaced the Directors Stock Option Plan, and pursuant to the Directors Equity Plan, 16,079 shares of restricted stock were automatically granted to the non-employee members of the Board of Directors on that date. The awards include dividend rights and vest immediately upon grant. The recipients are restricted from trading the restricted stock for one year from date of grant. The fair value of the restricted stock granted was $52.24 per share, determined based on the closing price of our common stock on the grant date. In 2012, 16,842 shares of restricted stock were granted to the non-employee members of the Board of Directors. The fair value of the restricted stock granted was $49.87 per share, the closing price of our common stock on the grant date. In 2013, 12,418 shares of restricted stock were granted to non-employee members of the Board of Directors. The fair value of the restricted stock granted was $67.63 per share, the closing price of our common stock on the grant date.

A summary of the status of our non-vested restricted stock grants and service and performance based RSUs as of December 31, 2013 and changes during the year then ended is as follows:

Non-vested Shares			Weighted Average Grant Date Fair Value

Non-vested at January 1, 2013	496,450		$	53.44
Granted	340,198			65.82
Forfeited	(23,050	)		58.72
Vested	(41,818	)		47.45


Non-vested at December 31, 2013	771,780		$	59.06

Unrecognized Compensation Cost

As of December 31, 2013, there was approximately $31.9 million of total unrecognized compensation cost related to non-vested share-based compensation awards granted under all share-based compensation plans. That cost is expected to be recognized over a weighted average period of 1.32 years.