Note 18 Stockholders’ Equity

Repurchase of Common Stock

On June 13, 2014, Sealed Air repurchased $130 million, or 3,932,244 shares, of common stock at a price of $33.06 per share from the WRG Asbestos PI Trust. As a result, our common stock in treasury increased by $130 million. The Company funded the stock repurchase with $110 million from committed credit facilities and $20 million of accumulated cash and cash equivalents.

On August 9, 2007, we announced that our Board of Directors had approved a share repurchase program authorizing us to repurchase in the aggregate up to 20 million shares of our issued and outstanding common stock. This program has no set expiration date. This program replaced our prior share repurchase program, which we terminated at that time.

In 2014, we repurchased 1,495,188 shares of our common stock for approximately $54 million under a share trading plan we entered into with two of our brokers in accordance with Rule 10b5-1 of the Securities Act of 1933, as amended, and pursuant to the share repurchase program previously approved by our Board of Directors. The Company funded the stock repurchase with cash and cash equivalents.

Dividends

The following table shows our total cash dividends paid in the three years ended December 31:

			Total Cash Dividends
(In millions, except per share amounts)	Total Cash Dividends Paid		Paid Per Common Share
2012	$	100.9	$	0.52
2013		102.0		0.52
2014		110.9		0.52
Total	$	313.8

On February 17, 2015, our Board of Directors declared a quarterly cash dividend of $0.13 per common share payable on March 20, 2015 to stockholders of record at the close of business on March 6, 2015. The estimated amount of this dividend payment is $27 million based on 210 million shares of our common stock issued and outstanding as of January 31, 2015.

The dividend payments discussed above are recorded as reductions to cash and cash equivalents and retained earnings on our consolidated balance sheets. Our credit facility and our notes contain covenants that restrict our ability to declare or pay dividends. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our consolidated financial condition and results of operations. There is no guarantee that our Board of Directors will declare any further dividends.

Common Stock

The following is a summary of changes during the three years ended December 31, 2014 in shares of our common stock:

	2014			2013			2012
Changes in common stock:
Number of shares, beginning of year		205,707,580			204,660,621			202,528,616
Shares issued for Grace Settlement		18,000,000			—			—
Shares awarded for 2011 Three-Year PSU awards		145,597			—			—
Shares awarded for 2010 Three-year PSU awards		—			472,865			—
Shares awarded for 2009 Three-year PSU awards		—			—			1,155,018
Restricted stock shares issued for new awards under the Omnibus Incentive Plan and 2005 Contingent Stock Plan		572,089			398,230			703,620
Shares granted and issued under the Directors Stock Plan		21,128			25,993			37,824
Restricted stock shares issued for SLO awards		101,062			51,321			135,343
Shares issued for vested restricted stock units		136,197			98,550			100,200
Number of shares issued, end of year		224,683,653			205,707,580			204,660,621
Changes in common stock in treasury:
Number of shares held, beginning of year		9,508,908			10,102,952			10,466,431
Purchase of shares during the period		5,427,432			—			—
Profit sharing contribution partially paid in stock		(965,238	)		(857,754	)		(930,089	)
Restricted stock, withheld or forfeited		180,657			263,710			566,610
Number of shares held, end of year		14,151,759			9,508,908			10,102,952

Stock Appreciation Rights (“SARs”)

In connection with the acquisition of Diversey, Sealed Air exchanged Diversey’s cash-settled stock appreciation rights and stock options that were unvested as of May 31, 2011 and unexercised at October 3, 2011 into cash-settled stock appreciation rights based on Sealed Air common stock. At December 31, 2014, the weighted average remaining vesting life of outstanding SARs was approximately one month.

Since these SARs are settled in cash, the amount of the related future expense will fluctuate based on the forfeiture activity and the changes in the assumptions used in a Black-Scholes valuation model which include Sealed Air’s stock price, risk-free interest rates, expected volatility and a dividend yield. In addition, once vested, the related expense will continue to fluctuate due to the changes in the assumptions used in the Black-Scholes valuation model for any SARs that are not exercised until their respective expiration dates, the last of which is currently in March 2021.

We recognized SARs expense of $8 million in the year ended December 31, 2014 related to SARs that were granted to Diversey employees who remained employees as of December 31, 2014. We recognized SARs expense of $38 million in the year ended December 31, 2013 related to SARs that were granted to Diversey employees who remained employees as of December 31, 2013. Cash payments due to the exercise of these SARs were $21 million in the year ended December 31, 2014 and $46 million in the year ended December 31, 2013. As of December 31, 2014, the remaining liability for these SARs was $21 million and is included in other current liabilities on our consolidated balance sheet.

In addition to the amounts discussed above, $1 million of SARs payments were recorded in the year ended December 31, 2013 due to the exercise of SARS that were part of the termination and benefit costs for employees under the IOP. This expense was included in restructuring and other charges on our consolidated statements of operations. We did not recognize any SARs-related restructuring expense in the year ended December 31, 2014 and there was no remaining liability for SARs included in the restructuring programs as of December 31, 2014.

2014 Omnibus Incentive Plan

On February 18, 2014, the Board of Directors approved, subject to stockholder approval, the Sealed Air Corporation 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”). At the Company’s annual meeting of the stockholders held on May 22, 2014, the stockholders approved the Omnibus Incentive Plan. The purpose of the Omnibus Incentive Plan is to enhance the Company’s ability to attract and retain highly qualified officers, non-employee directors, key employees, consultants and advisors, and to motivate such individuals to serve the Company and to expend maximum effort to improve the business results and earnings of the Company, by providing to those individuals an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. This plan also allows the Company to promote greater ownership in the Company by such individuals in order to align their interests more closely with the interests of the Company’s stockholders and will provide the Company with greater flexibility as to the types of incentive compensation awards that it may provide. Upon approval of the Omnibus Incentive Plan, the maximum number of shares of Common Stock authorized to be issued was 4,250,000, plus total shares available to be issued as of May 22, 2014 under the 2002 Directors Stock Plan, the 2005 Contingent Stock Plan and the Performance-Based Compensation Program (collectively, the “Predecessor Plans”). The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units, known as PSU awards, other stock awards and cash awards. The Omnibus Incentive Plan replaced the Predecessor Plans and any awards outstanding under those plans will be subject to, and be paid in accordance with, those plans. Furthermore, any shares subject to outstanding awards under the Predecessor Plans that subsequently cease to be subject to such awards will automatically become available for issuance under the Omnibus Incentive Plan.

For both restricted stock awards and restricted stock units awards, we record compensation expense in selling, general and administrative expenses and cost of sales on the consolidated statements of operations with a corresponding credit to additional paid-in capital within stockholders’ equity based on the fair value of our common stock at the award grant date. For cash awards, we record a liability that is reflected in other liabilities on the consolidated balance sheets and record compensation expense in selling, general and administrative expenses and cost of sales based on the fair value of the award at the end of each reporting period. The amount of the liability for cash awards is remeasured at each reporting period based on the then current stock price and the effects of the stock price changes are recognized as compensation expense. At December 31, 2014, the liability related to cash awards was $4.8 million.

Under our executive compensation program, we have the ability to grant to our executive officers and a small number of other key executives (1) stock leverage opportunity awards, known as SLO awards, as part of our annual incentive plan and (2) annual PSU awards, as part of our long term incentive program. Our executive officers and other key executives may also receive awards of restricted stock or restricted stock units from time to time.

2005 Contingent Stock Plan

Prior to the Omnibus Incentive Plan, the 2005 Contingent Stock Plan represented our sole long-term equity compensation program for officers and employees. The 2005 Contingent Stock Plan provided for awards of equity-based compensation, including restricted stock, restricted stock units, performance share units and cash awards measured by share price, to our executive officers and other key employees, as well as U.S.-based key consultants. During the three years ended December 31, 2014, under the 2005 Contingent Stock Plan, we granted restricted stock, restricted stock units and cash awards, in addition to the SLO and PSU awards described below. Effective May 22, 2014 no new awards were granted under the 2005 Contingent Stock Plan.

Directors Stock Plan

Prior to the Omnibus Incentive Plan, the 2002 Directors Stock Plan provided for annual grants of shares to non-employee directors, and interim grants of shares to eligible directors elected at times other than at an annual meeting, as all or part of the annual or interim retainer fees for non-employee directors. During 2002, we adopted a plan that permitted non-employee directors to elect to defer all or part of their annual retainer until the non-employee director retires from the Board of Directors. The non-employee director could elect to defer the portion of the annual retainer payable in shares of stock. If a non-employee director made this election, the non-employee director could also elect to defer the portion, if any, of the annual retainer payable in cash. Cash dividends on deferred shares are credited to the non-employee director’s deferred cash account on the applicable dividend payment date. Effective May 22, 2014 no new awards were granted under the Directors Stock Plan.

A summary of the changes in common shares available for awards under the Omnibus Incentive Plan and Predecessor Plans follows:

	2014			2013			2012
Number of shares available, beginning of year		5,676,699			6,588,352			8,132,220
Newly registered shares under Omnibus Incentive Plan		4,250,000			—			—
Restricted stock shares issued for new awards under the Omnibus Incentive Plan and 2005 Contingent Stock Plan		(572,089	)		(398,230	)		(703,620	)
Restricted stock units awarded		(431,987	)		(187,595	)		(191,700	)
Restricted stock shares issued for SLO awards		(96,773	)		(21,505	)		(3,788	)
Restricted stock units awarded for SLO awards		(48,528	)		(51,033	)		(6,795	)
Shares issued for 2011 Two-year PSU awards		(145,597	)		—			—
Shares issued for 2010 Three-year PSU awards		—			(472,865	)		—
Shares issued for 2009 Three-year PSU awards		—			—			(1,155,018	)
Restricted stock shares forfeited		106,220			40,100			41,700
Restricted stock units forfeited		9,800			3,500			12,200
Shares withheld for taxes		74,437			223,610			524,910
Director shares granted and issued		(21,128	)		(25,993	)		(37,824	)
Director shares granted and deferred		(20,444	)		(21,642	)		(23,933	)
Number of shares available, end of year		8,780,610			5,676,699			6,588,352
Weighted average per share market value of awards on grant date	$	32.70		$	27.20		$	17.19

The above table excludes approximately 4.8 million of contingently issuable shares under the PSU and SLO awards, which represents the maximum number of shares that could be issued under those plans as of December 31, 2014.

The following tables show the details of the non-vested awards under the Omnibus Incentive Plan and Predecessor Plans, excluding SLO and PSU awards:

				Weighted-Average per
				Share Market Value
	2014			on Grant Date
Number of non-vested restricted stock shares, beginning of Year		1,397,350		$	21.73
Restricted stock shares issued for new awards during the year		572,089			32.64
Restricted stock shares vested during the year		(301,250	)		27.54
Restricted stock shares forfeited during the year		(106,220	)		22.45
Number of non-vested restricted stock shares, end of year		1,561,969		$	25.09

The non-vested restricted stock shares included above had a weighted-average remaining contractual life of approximately 1.4 years at December 31, 2014.

				Weighted-Average per
				Share Market Value
Non-vested Restricted Stock Units Awards	2014			on Grant Date
Number of non-vested restricted stock units, beginning of year		506,345		$	22.92
Restricted stock units issued for new awards during the year		431,987			32.20
Restricted stock units vested during the year		(137,197	)		33.06
Restricted stock units forfeited during the year		(9,800	)		23.89
Number of non-vested restricted stock units, end of year		791,335		$	27.66

The non-vested restricted stock units included above had a weighted-average remaining contractual life of approximately 1.6 years at December 31, 2014.

Non-vested Cash Awards	2014
Number of non-vested cash awards, beginning of year		170,848
Cash awards issued for new awards during the year		127,276
Cash awards vested during the year		(25,850	)
Cash awards forfeited during the year		(14,500	)
Number of non-vested cash awards, end of year		257,774

The non-vested cash awards included above had a weighted-average remaining contractual life of approximately 1.6 years at December 31, 2014.

The Omnibus Incentive Plan and 2005 Contingent Stock Plan permit “minimum” withholding of taxes and other charges that may be required by law to be paid attributable to awards by withholding a portion of the shares attributable to such awards.

Other Common Stock Issuances

We have historically issued shares of our common stock under our 2005 Contingent Stock Plan to selected U.S.-based consultants as compensation under consulting agreements primarily for research and development projects. We record the cost associated with these issuances on a straight-line basis based on each of the issuances’ vesting schedule. Amortization expense related to these issuances was immaterial in each of the three years ended December 31, 2014.

Share-based Incentive Compensation

We record share-based incentive compensation expense in selling, general and administrative expenses and cost of sales on our consolidated statements of operations with a corresponding credit to additional paid-in capital within stockholders’ equity based on the fair value of the share-based incentive compensation awards at the date of grant. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the program. For the various PSU awards programs described below, the cumulative amount accrued to date is adjusted up or down to the extent the expected performance against the targets has improved or worsened.

These share-based incentive compensation programs are described in more detail below.

The table below shows our total share-based incentive compensation expense:

(in millions)	2014		2013			2012
2014 Special PSU Awards	$	11.8	$	—		$	—
2014 Three-year PSU Awards		6.8		—			—
2013 Three-year PSU Awards		8.2		4.4			—
2012 Three-year PSU Awards		1.8		2.4			1.9
2011 Three-year PSU Awards		—		(1.2	)		1.7
2010 Three-year PSU Awards		—		0.1			0.9
2013 WVH Incentive Compensation⁽¹⁾		1.3		2.5			—
2012 CEO Incentive Compensation		—		—			—
2012 President & COO Four-year Incentive Compensation⁽²⁾		0.4		0.6			0.2
SLO Awards		4.6		2.8			0.7
Other long-term share-based incentive compensation programs⁽³⁾		19.2		12.5			11.5
Total share-based incentive compensation expense⁽⁴⁾	$	54.1	$	24.1		$	16.9
Associated tax benefits recognized	$	15.7	$	7.8		$	6.2

⁽¹⁾

On February 28, 2013, the Organization and Compensation Committee of our Board of Directors (“O&C Committee”) approved a change in the vesting policy regarding the existing 2011 Three-year PSU awards, and the newly granted 2013 three-year PSU awards, for William V. Hickey, our former Chairman and Chief Executive Officer. The approved change will result in the full vesting of the awards, rather than a pro-rata portion vesting as of the date of his retirement (May 16, 2013). Mr. Hickey’s awards will still be subject to the performance metrics stipulated in the plan documents, and will be paid-out in accordance with the original planned timing. As a result of these approved changes, the expense related to these awards was accelerated and recognized over the applicable service period up until the date of his retirement. We recognized share-based compensation expense related to these awards of $1.3 million in the year ended December 31, 2014 and $2.5 million in the year ended December 31, 2013.

⁽²⁾	The amount includes only the two initial equity awards. See below for further detail.

⁽³⁾	The amount includes the expenses associated with the restricted stock shares, restricted stock units and cash awards.

⁽⁴⁾	The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation.

The following table shows the estimated amount of total share-based incentive compensation expense expected to be recognized over the remaining respective vesting periods by program at December 31, 2014:

(In millions)	2015		2016		2017		Total
2014 Special PSU Awards	$	10.7	$	10.2	$	4.4	$	25.3
2014 Three-year PSU Awards		5.2		4.6		—		9.8
2013 Three-year PSU Awards		5.4		—		—		5.4
2013 WVH Incentive Compensation		—		—		—		—
2012 President & COO Four-year Incentive Compensation		0.3		0.2		—		0.5
SLO Awards		1.0		—		—		1.0
Total share-based incentive compensation expense ⁽¹⁾	$	22.6	$	15.0	$	4.4	$	42.0

⁽¹⁾	The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation.

The discussion that follows provides further details of our share-based incentive compensation programs.

PSU Awards

As part of our long term incentive program adopted in 2008, during the first 90 days of each year, the Organization and Compensation Committee of our Board of Directors, or Compensation Committee, has approved PSU awards for our executive officers and other selected key executives, which include for each officer or executive a target number of shares of common stock and performance goals and measures that will determine the percentage of the target award that is earned following the end of the performance period. Following the end of the performance period, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. We have accrued $2 million for these dividends in other current liabilities on our consolidated balance sheet as of December 31, 2014 and $1 million as of December 31, 2013.

Special PSU Program for 2014

During March 2014, the Compensation Committee approved a special PSU award to the executive officers and a broader group of other employees under the 2005 Contingent Stock Plan. The following summarizes the key features of the PSU awards:

—	the PSU awards are earned principally based on achievement of exceeding $1.7 billion of adjusted free cash flow (as defined in the award), above targets established in the Company’s three-year strategic plan, over the three-year performance period of 2014-2016.

—	in addition, no portion of an award is earned unless we achieve a minimum specified level of earnings per share during the last year of the performance period, in order to balance the free cash flow goal with an appropriate focus on generating earnings.

—	to further balance the incentives, the amount earned based on adjusted free cash flow performance will be reduced by 25% if our relative Total Stockholder Return (as defined in the award) for the performance period is below a certain percentile of an approved peer group of companies.

—

payment of 50% of any PSUs earned during the performance period will be made during the first quarter of 2017. The remaining 50% of the earned PSUs is subject to an additional 2017 performance requirement, the ratio of working capital to net trade sales for 2017 (as defined in the award) and will be paid during the first quarter of 2018.

This special PSU award is in addition to other 2014 long-term incentive compensation opportunities. We recognized $12 million of share-based compensation expense related to this award in the year ended December 31, 2014.

2014 Three-year PSU Awards

In March 2014, the Compensation Committee approved awards with a three-year performance period beginning January 1, 2014 to December 31, 2016 for the named executives. The Compensation Committee established principal performance goals, which are (i) total shareholder return (TSR) weighted at 35%, and (ii) 2016 consolidated adjusted EBITDA margin weighted at 65%.

The targeted number of shares of common stock that can be earned is 346,286 shares for these 2014 PSU awards. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures.

The expense included in the tables above was calculated using a grant date common stock share price of $32.65 per share for the 2016 consolidated adjusted EBITDA margin (this is considered a performance condition) and the Monte Carlo valuation of $42.97 per share for the TSR goal (this is considered a market condition). The expense calculation is based on management’s estimate as of December 31, 2014 of the level of probable achievement of the performance goals and measures, which was determined to be above the target level, or 158% achievement (355,636 shares, net of forfeitures), for the 2016 consolidated adjusted EBITDA margin goal. The TSR portion of the plan is expensed at 100% (121,200 shares, net of forfeitures) of the grant date fair value as required by U.S. GAAP.

2013 Three-year PSU Awards

In March 2013, the Compensation Committee approved awards with a three-year performance period beginning January 1, 2013 to December 31, 2015 for the named executives. The Compensation Committee established principal performance goals, which are (i) total shareholder return (TSR) weighted at 35%, and (ii) 2015 consolidated adjusted EBITDA margin weighted at 65%.

The targeted number of shares of common stock that can be earned is 571,931 shares for these 2013 PSU awards. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures.

The expense included in the tables above was calculated using a grant date common stock share price of $18.97 per share for the awards granted on February 14, 2013 ($22.21 for the awards granted on February 28, 2013) for the 2015 consolidated adjusted EBITDA margin (this is considered a performance condition) and the Monte Carlo valuation of $25.19 per share for the awards granted on February 14, 2013 ($34.05 for the awards granted on February 28, 2013) for the TSR goal (this is considered a market condition). The expense calculation is based on management’s estimate as of December 31, 2014 of the level of probable achievement of the performance goals and measures, which was determined to be above the target level, or 200% achievement (743,511 shares, net of forfeitures), for the 2015 consolidated adjusted EBITDA margin goal. The TSR portion of the plan is expensed at 100% (200,176 shares, net of forfeitures) of the grant date fair value as required by U.S. GAAP.

2012 Three-year PSU Awards

In March 2012, the Compensation Committee approved awards with a three-year performance period beginning January 1, 2012 for the named executive officers and for other officers and key executives. The Compensation Committee established principal performance goals, which are (i) three-year average return on invested capital (“ROIC”) weighted at 50%, (ii) constant dollar growth of net trade sales weighted at 25% and (iii) relative total shareholder return (“TSR”) weighted at 25%. An additional goal is a 2014 safety result of a total recordable incident rate (a workplace safety indicator) (“TRIR”) of 0.90 or better, excluding facilities acquired during the performance period.

The targeted number of shares of common stock that can be earned is 432,573 shares for these 2012 PSU awards (292,418 shares granted on March 27, 2012 and 140,155 shares granted to Jerome A. Peribere on September 1, 2012, as discussed below). The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures, plus or minus 43,257 additional shares at the discretion of the Compensation Committee. These performance goals are outlined in further detail in the Proxy Statement for our 2012 Annual Meeting of Stockholders.

The expense included in the tables above was calculated using a grant date common stock share price of $19.72 per share for the awards granted on March 27, 2012 ($14.27 for the award granted on September 1, 2012) for the three year average ROIC goal and net trade sales goal (these are considered performance conditions) and the Monte Carlo valuation of $23.40 per share for the awards granted on March 27, 2012 ($12.57 for the award granted on September 1, 2012) for the TSR goal (this is considered a market condition). The expense calculation is based on management’s estimate as of December 31, 2014 of the level of probable achievement of the performance goals and measures, which was determined to be above the target level, or 102% achievement (221,045 shares, net of forfeitures), for the ROIC goal and below the threshold for minimum payment, or 0% achievement (0 shares), for the net trade sales growth goal. The TSR portion of the plan is expensed at 100% (108,143 shares, net of forfeitures) of the grant date fair value as required by U.S. GAAP.

2011 Three-year PSU Awards

In February 2014, we issued 145,597 shares of common stock for the 2011 three-year PSU awards. These awards were based on the achievement of the performance goals below the target level, or 42% achievement, in the three-year performance period of 2011 through 2013. We concurrently acquired 54,384 of these shares of common stock as withholding from employees to satisfy their minimum tax withholding obligations, as provided for in our 2005 Contingent Stock Plan above.

2012 President and Chief Operating Officer (COO) Four-year Incentive Compensation

On September 1, 2012, Jerome A. Peribere started with the Company as President and Chief Operating Officer. Under the terms of his agreement, he was granted equity awards which included the following: (i) initial equity awards under the Company’s 2005 Contingent Stock Plan, which included two awards of performance share units under which he could earn up to 350,000 shares of common stock based on the Company’s performance, (ii) restricted stock under the Company’s 2005 Contingent Stock Plan of which 50,000 shares were issued on his start date and 25,000 shares were issued on September 1, 2013 and September 1, 2014, his first and second anniversaries of his start date and (iii) an award under the Company’s 2012 Three-year PSU Award with a target award of 140,155 units. The awards are described in further detail in Mr. Peribere’s employment agreement filed with the SEC as an exhibit with the Company’s Current Report on Form 8-K dated August 27, 2012.

For the awards (excluding the portions of the PSU awards related to the TSR goal) that are discussed above, the estimated amount of future share-based incentive compensation expense will fluctuate based on: (i) the expected level of achievement of the respective goals and measures considered probable in future quarters, which impacts the number of shares that could be issued; and (ii) the future price of our common stock, which impacts the expense related to additional discretionary shares. Since the TSR metric is considered a market condition, the portion of the compensation expense related to the TSR metric will be recognized regardless of whether the market condition is satisfied provided that the requisite service has been provided.

Stock Leverage Opportunity Awards

Before the start of each performance year, each of our executive officers and other selected key executives is eligible to elect to receive all or a portion of his or her annual cash bonus for that year, in increments of 25% of the annual bonus, as an award of restricted stock or restricted stock units under the Omnibus Incentive Plan in lieu of cash. The portion provided as an equity award may be given a premium to be determined by the Compensation Committee each year and will be rounded up to the nearest whole share. The stock price used in the calculation of the number of shares will be the closing sale price of our common stock on the New York Stock Exchange on the first trading day of the performance year. The award will be granted following the end of the performance year and after determination by the Compensation Committee of the amount of the annual bonus award for each executive officer and other selected key executive who has elected to take all or a portion of his or her annual bonus as an equity award, but no later than the March 15 following the end of the performance year.

The equity award will be made in the form of an award of restricted stock or restricted stock units that will vest on the second anniversary of the grant date or earlier in the event of death, disability or retirement from employment with us, and the shares subject to the award will not be transferable by the recipient until the later of vesting or the second anniversary of the grant date. If the recipient ceases to be employed by us before vesting, then the shares related to the premium portion of the awards only will be forfeited, except for certain circumstances following a change in control. The award will be made in the form of restricted stock unless the award would be taxable to the recipient before the shares become transferable by the recipient, in which case the award will be made in the form of restricted stock units. Recipients who hold SLO awards in the form of restricted stock receive dividends. Recipients who hold SLO awards in the form of restricted stock units receive a cash payment in the amount of the dividends (without interest) on the shares they have earned at about the same time that shares are issued to them following the period of restriction. As of December 31, 2014, we have accrued for these dividends in other current liabilities on our consolidated balance sheet and the amount was immaterial.

The Compensation Committee set the SLO award premium at 25% for the years ending December 31, 2014 and 2013. The 2014 SLO target awards comprise an aggregate of 114,525 restricted stock shares and restricted stock units as of December 31, 2014. The 2013 SLO awards that were issued on March 14, 2014 comprised an aggregate of 141,669 restricted stock shares and restricted stock units.

We record compensation expense for these awards in selling, general and administrative expenses on the consolidated statements of operations with a corresponding credit to additional paid-in capital within stockholders’ equity, based on the fair value of the awards at the end of each reporting period, which reflects the effects of stock price changes.

For the years ended December 31, 2014, 2013 and 2012, compensation expense related to the SLO awards was recognized based on the extent to which the performance goals and measures for our 2014, 2013 and 2012 annual cash bonuses were considered probable of achievement at each respective year end. The expense is recognized over a fifteen month period on a straight-line basis, which will be no later than March 15, 2015, 2014 and 2013.