Stock-Based Compensation Plans

Plan Administration

The Company's Amended and Restated 2009 Equity Compensation Plan (“Equity Plan”) provides for the grant of nonqualified and incentive stock options, stock awards and stock units to officers and employees of the Company. The Equity Plan also provides for the grant of option rights and restricted stock to non-employee directors. As of December 31, 2014, the Company had approximately 634,000 shares of common stock still available under the Equity Plan with no participant allowed a grant of more than 40,000 shares of common stock in any calendar year. The Equity Plan is administered by the Compensation Committee of the Board of Directors, or its designee, which as administrator of the plan, has the authority to select plan participants, grant awards, and determine the terms and conditions of the awards.

The Company also has a Stock Performance Rights Plan (“SPR Plan”) that provides for the issuance of Stock Performance Rights (“SPRs”) that allow non-employee directors, officers and key employees to receive cash awards, subject to certain restrictions, equal to the appreciation of the Company's common stock. The SPR Plan is administered by the Compensation Committee of the Board of Directors.

Stock Performance Rights

SPRs entitle the recipient to receive a cash payment equal to the excess of the market value of the Company's common stock over the SPR exercise price when the SPRs are surrendered. Expense, equal to the fair market value of the SPR at the date of grant and remeasured each reporting period, is recorded ratably over the vesting period. Employees and non-employee directors who are retirement eligible, defined as age 65 or older, are permitted to retain their awards after retirement and exercise them during the remaining contractual life. All expense is recognized on the date of grant for SPRs granted to retirement eligible recipients. Compensation expense or benefit is included in General and administrative expense. A majority of the outstanding SPRs have a seven to ten year life and vest over one to three years beginning on the first anniversary of the date of the grant.

On December 31, 2014, the SPRs outstanding were re-measured at fair value using the Black-Scholes valuation model. This model requires the input of subjective assumptions that may have a significant impact on the fair value estimate. The weighted-average estimated value of SPRs outstanding as of December 31, 2014 was $14.96 per SPR using the following assumptions:



Expected volatility	31.8% to 43.8%
Risk-free rate of return	0.1% to 1.5%
Expected term (in years)	0.2 to 4.5
Expected annual dividend	$0

The expected volatility was based on the historic volatility of the Company's stock price commensurate with the expected life of the SPR. The risk-free rate of return reflects the interest rate offered for zero coupon treasury bonds over the expected life of the SPR. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method allowed by the SEC due to insufficient historical data. The estimated annual dividend was based on the recent dividend payout trend.

Compensation expense of $5.5 million and $1.4 million was recorded for the years ended December 31, 2014 and 2013, respectively. A benefit of $0.6 million was recognized for the year ended December 31, 2012 as the overall decline in the fair value of the SPRs exceeded the amortization expense related to the unvested SPRs. An immaterial amount of cash was paid out for SPR exercises during the three year period ended December 31, 2014.

Activity related to the Company’s SPRs during the year ended December 31, 2014 was as follows:



	Number of SPRs		Weighted Average Exercise Price
Outstanding on December 31, 2013	619,269		$	14.48
Granted	114,753		12.89
Exercised	(3,915	)	15.66
Cancelled	(85,416	)	11.86
Outstanding on December 31, 2014	644,691		14.50

Exercisable on December 31, 2014	342,700		$	18.16

The SPRs outstanding had an intrinsic value of $8.9 million as of December 31, 2014. Unrecognized compensation cost related to non-vested SPRs was $2.0 million at December 31, 2014, which will be recognized over a weighted average period of 1.2 years. During the year ended December 31, 2014, 95,000 SPRs with a fair value of $1.0 million vested. At December 31, 2014, the weighted average remaining contractual term was 5.3 years for all outstanding SPRs and 4.0 years for all exercisable SPRs.

Restricted Stock Awards

Restricted stock awards ("RSAs") generally vest over a one to three year period beginning on the first anniversary of the date of the grant. Upon vesting, the vested restricted stock awards are exchanged for an equal number of the Company’s common stock. The participants have no voting or dividend rights with the restricted stock awards. The restricted stock awards are valued at the closing price of the common stock on the date of grant and the expense is recorded ratably over the vesting period.

Compensation expense of $0.5 million, $0.6 million and $0.7 million related to the RSAs was recorded in General and administrative expenses for 2014, 2013 and 2012, respectively. Activity related to the Company’s RSAs during the year ended December 31, 2014 was as follows:



	Restricted Stock Awards
Outstanding on December 31, 2013	47,901
Granted	37,123
Exchanged for shares	(45,231	)
Cancelled	(4,670	)
Outstanding on December 31, 2014	35,123

As of December 31, 2014, there was $0.3 million of total unrecognized compensation cost related to RSAs that will be recognized over a weighted average period of eleven months. The awards granted in 2014 had a weighted average grant date fair value of $16.72 per share.

Market Stock Units

Market Stock Units ("MSUs") are exchangeable for between 0% to 150% of the Company's common shares at the end of the vesting period based on the trailing thirty-day average closing price of the Company's common stock. Expense of $0.3 million and $0.2 million related to MSUs was recorded in the years ended December 31, 2014 and 2013, respectively. Activity related to the Company’s MSUs during the year ended December 31, 2014 was as follows:



	Number of Market Stock Units		Maximum Shares Potentially Issuable
Outstanding on December 31, 2013	58,999		88,499
Granted	54,948		82,422
Exchanged for shares	(884	)	(1,326	)
Cancelled	(24,463	)	(36,695	)
Outstanding on December 31, 2014	88,600		132,900

Stock Options

Each stock option can be exchanged for one share of the Company’s common stock. Activity related to the Company’s stock options during the year ended December 31, 2014 was as follows:



	Number of Stock Options		Weighted Average Exercise Price
Outstanding on December 31, 2013	12,198		$	14.05
Exchanged for shares	(3,723	)	14.04
Cancelled	(2,565	)	14.09
Outstanding on December 31, 2014	5,910		14.04

Stock Awards

As of December 31, 2014, the Company had 95,000 stock awards outstanding which entitle the holder to receive shares of the Company’s common stock equal in value to the appreciation in the Company’s common stock from the exercise price of $10.00 up to the date the holder exercises the award. The stock awards vested on December 31, 2014 and expire on October 2, 2017.