SHARE-BASED COMPENSATION

6 Months Ended

Sep. 30, 2014

10.	SHARE-BASED COMPENSATION

Share-Based Plans

As of September 30, 2014 and March 31, 2014, we had share-based awards outstanding under the following plans: (1) the 2008 Non-Employee Director Long-Term Incentive Plan (“2008 Director LTIP”), (2) the 2008 Employee Long-Term Incentive Plan (“2008 Employee LTIP”) and (3) the 2012 Employee Long-Term Incentive Plan ("2012 Employee LTIP"). All the share-based plans define fair market value as the previous trading day's closing price when the grant date falls on a date the stock was not traded.

For a summary of descriptions and vesting periods of the 2008 Director LTIP, the 2008 Employee LTIP, and the 2012 Employee LTIP discussed above, refer to our 2014 Annual Report.

Stock Option Activity

As of September 30, 2014 and 2013, we had no outstanding shares of stock options and there were no options granted or exercised during the six months ended September 30, 2014. During the six months ended September 30, 2013 there were no options granted and 40,000 options exercised.

Restricted Stock Activity

For the six months ended September 30, 2014, we granted 9,390 restricted shares under the 2008 Director LTIP, and 78,165 restricted shares under the 2012 Employee LTIP. For the six months ended September 30, 2013, we granted 8,520 restricted shares under the 2008 Director LTIP, and 77,115 restricted shares under the 2012 Employee LTIP. A summary of the restricted shares is as follows:

	Number of Shares			Weighted Average Grant-date Fair Value

Nonvested April 1, 2014		200,120		$	41.11
Granted		87,555		$	57.12
Vested		(111,296	)	$	35.57
Nonvested September 30, 2014		176,379		$	52.67

Upon each vesting period of the restricted stock awards, employees are subject to minimum tax withholding obligations. Under the 2008 Employee LTIP and 2012 Employee LTIP, we may purchase a sufficient number of shares due to the participant to satisfy their minimum tax withholding on employee stock awards.

Compensation Expense

We recognize compensation cost for awards of restricted stock with graded vesting on a straight line basis over the requisite service period and estimate the forfeiture rate to be zero, which is based on historical experience. There are no additional conditions for vesting other than service conditions. During the three months ended September 30, 2014 and 2013, we recognized $1.2 million and $1.1 million, respectively, of total share-based compensation expense. During the six months ended September 30, 2014 and 2013, we recognized $2.2 million and $1.9 million, respectively, of total share-based compensation expense. Unrecognized compensation expense related to non-vested restricted stock was $7.9 million, which will be fully recognized over the next thirty-three months.

We also provide our employees with a contributory 401(k) plan. Employer contribution percentages are determined by us and are discretionary each year. The employer contributions vest pro-ratably over a four-year service period by the employees, after which all employer contributions will be fully vested. For the three months ended September 30, 2014 and 2013, our estimated contribution expense for the plan was $302 thousand and $147 thousand, respectively. For the six months ended September 30, 2014 and 2013, our estimated contribution expense was $623 thousand and $524 thousand, respectively.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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