STOCK-BASED COMPENSATION

We have granted restricted stock awards under two stock incentive plans: the 2014 Long-Term Incentive Plan and the 2014 Nonemployee Director Stock Incentive Plan. Awards under the following two compensation programs have been granted pursuant to both plans: (1) the Performance Share Award Program ("PSAP") and (2) the Restricted Share Award Program ("RSAP").

We issue shares from either treasury stock or authorized shares upon the lapsing of vesting restrictions on restricted stock. In 2014, we issued 216,395 shares out of treasury stock relating to the vesting of restricted stock. We do not use cash to settle equity instruments issued under stock-based compensation awards.

2014 Long-Term Incentive Plan

On May 13, 2014, the 2007 Long-Term Incentive Plan was amended, restated and renamed as the 2014 Long-Term Incentive Plan (the "Plan"). The primary changes effected by the 2014 amendment and restatement were to (a) extend the period during which awards may be granted under the Plan to May 12, 2024, and (b) increase the number of common shares subject to the Plan by 1,100,000 shares. The Plan, as amended, provides for a maximum of 11,900,000 common shares to be granted to eligible employees. At December 31, 2014, approximately 1,500,029 shares remained available for the grant of new awards under the Plan. Specifically, we encourage share ownership by awarding various long-term equity incentive awards under the Plan, consisting of the PSAP and RSAP. We believe that widespread common share ownership by key employees is an important means of encouraging superior performance and employee retention. Additionally, our equity-based compensation programs encourage performance and retention by providing additional incentives for executives to further our growth, development and financial success over a longer time horizon by personally benefiting through the ownership of our common shares and/or rights.

Performance Share Award Program

On February 17, 2012, certain executives were awarded rights to receive an aggregate of 79,009 common shares if our calculated return on invested capital ("ROIC"), as defined in the PSAP, is in the top decile of the Bloomberg Comp Group at the end of the three year performance period, which ended on December 31, 2014. This arrangement was recorded as an equity award that required us to recognize compensation expense totaling $9.4 million over the performance period that began on January 1, 2012, of which $3.2 million, $3.1 million and $3.1 million has been recognized in 2014, 2013, and 2012, respectively. At December 31, 2014, the Company had the highest ROIC compared to the Bloomberg Comp Group. The Compensation Committee of our Board of Supervisory Directors verified that the performance target criteria had been met and 79,009 shares vested. We issued these common shares on December 31, 2014 and, simultaneously, the participants surrendered 29,593 common shares to settle any personal tax liabilities which may result from the award, as permitted by the agreement. We recorded these surrendered shares as treasury stock with an aggregate cost of $3.6 million at $120.34 per share. We have recognized a tax benefit from the vesting of the PSAP of $0.1 million in 2014.

On February 13, 2013, certain executives were awarded rights to receive an aggregate of 79,660 common shares if our calculated ROIC, as defined in the PSAP, is in the top decile of the Bloomberg Comp Group at the end of the performance period, which ends on the last trading day of 2015, Thursday, December 31, 2015. Unless there is a change in control as defined in the PSAP, none of these awards will vest if the specified performance target is not met as of the last day of the performance period. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $10.2 million over the performance period that began on January 1, 2013, of which $3.4 million and $3.4 million has been recognized in 2014 and 2013, respectively. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 12 months.

On February 10, 2014, certain executives were awarded rights to receive an aggregate of 53,548 common shares if our calculated ROIC, as defined in the PSAP, is in the top decile of the Bloomberg Comp Group at the end of the performance period, which ends on the last trading day of 2016, Friday, December 30, 2016. Unless there is a change in control as defined in the PSAP, none of these awards will vest if the specified performance target is not met as of the last day of the performance period. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $9.3 million over the performance period that began on January 1, 2014, of which $3.1 million has been recognized in 2014. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 24 months.

Restricted Share Award Program

In 2004, the Compensation Committee of our Board of Supervisory Directors approved the RSAP to attract and retain the best employees, and to better align employee interests with those of our shareholders. Under this arrangement we awarded grants totaling 80,983 shares, 94,620 shares, and 105,774 shares in 2014, 2013, and 2012, respectively. Each of these grants has a vesting period of principally six years and vests ratably on an annual basis. There are no performance accelerators for early vesting for these awards. Awards under the RSAP are classified as equity awards and recorded at the grant-date fair value with the compensation expense recognized over the expected life of the award. As of December 31, 2014, there was $33.8 million of unrecognized total stock-based compensation relating to non-vested RSAP awards. The unrecognized compensation expense is expected to be recognized over an estimated weighted-average amortization period of 48 months. The grant-date fair value of shares granted was $15.0 million, $12.3 million and $12.2 million in 2014, 2013 and 2012, respectively and we have recognized compensation expense of $10.5 million, $10.3 million and $9.9 million in 2014, 2013 and 2012, respectively. The total grant-date fair value, which is the intrinsic value of the shares, vested was $10.4 million, $9.9 million and $10.3 million in 2014, 2013 and 2012, respectively. We have recognized a tax benefit from the vesting of the RSAP of $2.9 million, $3.0 million and $3.9 million in 2014, 2013 and 2012, respectively.

2014 Nonemployee Director Stock Incentive Plan

On May 13, 2014, the 2006 Nonemployee Director Stock Option Plan was amended, restated and renamed as the 2014 Nonemployee Director Stock Incentive Plan (the "Director Plan"). The primary change effected by the 2014 amendment was to extend the period during which awards may be granted under the Director Plan to May 12, 2024. The Director Plan provides common shares for grant to our eligible Supervisory Directors. The maximum number of shares available for award under this plan is 1,400,000 common shares. As of December 31, 2014 approximately 564,965 shares remained available for issuance under the Director Plan. Only non-employee Supervisory Directors are eligible for these equity-based awards under the Director Plan.

Restricted Share Award Program

In 2011, the Compensation Committee of our Board of Supervisory Directors approved the RSAP to compensate our non-employee Supervisory Directors. Under this arrangement we awarded grants totaling 4,536 shares, 7,616 shares and 7,987 shares in 2014 , 2013, and 2012, respectively. Each of these grants has a vesting period of 3 years. There are no performance accelerators for early vesting for these awards. Awards under the RSAP are classified as equity awards and recorded at the grant-date fair value with compensation expense recognized over the expected life of the award. As of December 31, 2014, there was $1.2 million of unrecognized total stock-based compensation relating to non-vested RSAP awards. The unrecognized compensation expense is expected to be recognized over an estimated weighted-average amortization period of 21 months. The grant-date fair value of shares granted was $0.9 million, $1.0 million and $1.0 million in 2014, 2013, and 2012, respectively, and we have recognized compensation expense of $0.9 million, $0.7 million and $0.6 million in 2014, 2013, and 2012, respectively.

Stock-based Compensation

Non-vested restricted share awards outstanding under both the 2014 Long-Term Incentive Plan and the 2014 Nonemployee Director Stock Incentive Plan as of December 31, 2014 and changes during the year were as follows:



	Number of Shares		Weighted Average Grant Date Fair Value per Share

Non-vested at December 31, 2013	563,335		$	105.58
Granted	139,067		181.24
Vested	(216,395	)	95.84
Forfeited	(16,686	)	110.14
Non-vested at December 31, 2014	469,321		$	132.33

For the years ended December 31, 2014, 2013 and 2012, stock-based compensation expense under both the 2014 Long-Term Incentive Plan and the 2014 Nonemployee Director Stock Incentive Plan recognized in the income statement is as follows (in thousands):



	2014		2013		2012

Cost of product sales and services	$	10,331	$	10,268	$	8,835
General and administrative	10,139		10,258		9,546
Total stock-based compensation expense	$	20,470	$	20,526	$	18,381

Stock Options

No stock options have been issued since 2006 and none remain outstanding as of 2013. The effect of stock options exercised during 2012 and 2013 is immaterial.