Stock-Based Compensation

In connection with our initial public offering, we adopted the 2013 Incentive Compensation Plan (2013 Incentive Plan). The 2013 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based compensation, and performance awards. Directors, officers, and other employees, as well as others performing consulting or advisory services for us, are eligible for grants under the 2013 Incentive Plan. These awards are at the discretion of the Compensation Committee of our board of directors, and they vest and expire in accordance with terms established at the time of grant. All awards under the 2013 Incentive Plan are eligible to participate in dividend or dividend equivalent payments, if any, which we would accrue to be paid when the awards vest.

Shares issued pursuant to awards under the 2013 Incentive Plan are from our authorized but unissued shares. The maximum number of shares approved for grant under the 2013 Incentive Plan is 3.1 million shares. We issue new shares of common stock upon exercise of stock options and vesting of other stock-based awards. As of December 31, 2015, 2.4 million shares remained available for future issuance under the 2013 Incentive Plan.

In February 2015 and 2014, we granted two types of stock-based awards under the 2013 Incentive Plan: performance stock units (PSUs) and restricted stock units (RSUs). In February 2013, we granted three types of stock-based awards under the 2013 Incentive Plan: PSUs, RSUs, and stock options.

PSU and RSU Awards

In 2015, we granted 116,636 PSUs to our officers and other employees, subject to performance and service conditions, at a weighted average grant date fair market value of $36.17. The number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade's 2015 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement and subject to final determination of 2015 EBITDA by the Compensation Committee of our board of directors. Because the EBITDA component contains a performance condition, we record compensation expense, net of estimated forfeitures, over the requisite service period based on the most probable number of shares expected to vest.

In 2014 and 2013, we granted 100,692 and 90,124 PSUs, at a weighted average grant date fair market value of $30.32 and $26.65, respectively, to our officers and other employees, subject to performance and service conditions. During the 2014 and 2013 performance period, participants earned 129% and 112%, respectively, of the target based on Boise Cascade’s 2014 and 2013 EBITDA, determined by our Compensation Committee in accordance with the related grant agreements.

In 2015 and 2014, we granted an aggregate of 140,167 and 128,497 RSUs, at a weighted average grant date fair market value of $36.16 and $30.41, respectively, to our officers, other employees, and nonemployee directors with only service conditions. In 2013, we granted an aggregate of 14,161 RSUs to our nonemployee directors with only service conditions, at a weighted average grant date fair market value of $26.65.

The PSUs, if earned, vest in three equal tranches each year after the grant date, subject to final determination of meeting the performance condition by the Compensation Committee of our board of directors. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. However, 100% of PSUs and RSUs granted to retirement-eligible employees (age 62 or older with 15 years of service, or age 65 or older) vest on the later of March 1 in the calendar year after grant date or the date upon which they become retirement eligible. The RSUs granted to nonemployee directors vest over a one-year period, provided that such vested shares will not be delivered to the directors until six months following termination from the board of directors.

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date, and we record compensation expense over the awards' vesting period. Any shares not vested are forfeited. During the years ended December 31, 2015 and 2014, the total fair value of PSUs and RSUs vested was $4.9 million and $4.6 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under the 2013 Incentive Plan for the year ended December 31, 2015:



	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares			Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2014	116,559		$	29.66	64,864			$	30.45
Granted	116,636		36.17		140,167			36.16
Performance condition adjustment	27,438		30.32		—			—
Vested	(112,552	)	29.70		(41,026		)	30.50
Forfeited	(13,295	)	32.81		(10,662		)	34.00
Outstanding, December 31, 2015	134,786		$	35.09	$	153,343		$	35.41

Stock Options

In February 2013, we granted 161,257 nonqualified stock options to our officers and other employees, subject to service conditions, at a weighted average grant date fair market value of $27.19. The stock options generally vest and become exercisable on a pro rata basis over a three-year period from the date of grant. Our stock options generally have a contractual term of ten years, meaning the option must be exercised by the holder before the tenth anniversary of the grant date, subject to earlier expiration for vested options not exercised following termination of employment. The following is a summary of our stock option activity:



	Number of Options		Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
					(years)	(thousands)
Outstanding, December 31, 2014	141,232		$	27.19
Exercised	(8,705	)	27.19
Cancelled/Forfeited	(15,245	)	27.19
Outstanding, December 31, 2015	117,282		$	27.19	6.3	$	—
Vested and expected to vest, December 31, 2015	117,152		$	27.19	6.3	$	—
Exercisable, December 31, 2015	82,415		$	27.19	5.9	$	—

During both the years ended December 31, 2015 and 2014, the total intrinsic value of stock options exercised was $0.1 million. Cash received from stock options exercised was $0.2 million for both the years ended December 31, 2015 and 2014, with an immaterial amount of actual tax benefit realized from stock options exercised.

The fair value for stock option awards was estimated at the grant date using the Black-Scholes option valuation model with the following weighted average assumptions:



	Year Ended December 31, 2013
Expected volatility	60.9		%
Expected life (in years)	6.0
Risk-free interest rate	1.0		%
Expected dividends	—
Weighted average fair value per option granted	$	14.87

The expected volatility of our stock price is based on the volatility of related industry stocks. As these 2013 grants were our first issuances of stock options and our equity shares had been traded for a short period of time, we did not have sufficient historical data to provide a reasonable basis upon which to estimate the expected life. Therefore, we used the simplified method allowed by the Securities and Exchange Commission. The risk-free interest rate is based on the yields of U.S. Treasury issues with terms similar to the expected life of the options.

Compensation Expense

Stock-based compensation expense is recognized only for those awards that are expected to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations. We recognize the effect of adjusting the estimated forfeiture rates in the period in which we change such estimated rates. We recognize stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs, RSUs, and stock options net of estimated forfeitures, was as follows:



	Year Ended December 31
	2015		2014		2013
	(thousands)
PSUs	$	2,295	$	3,169	$	1,932
RSUs	2,995		2,018		274
Stock options	535		729		663
Total	$	5,825	$	5,916	$	2,869

The related tax benefit for the years ended December 31, 2015 and 2014 was $2.2 million and $1.1 million for the year ended December 31, 2013. As of December 31, 2015, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $4.6 million, net of estimated forfeitures. This expense is expected to be recognized over a weighted-average period of 1.5 years.