Note 6. Equity-based Incentive Plans

2006 Amended and Restated Equity Incentive Plan (2006 Plan)

The 2006 Plan was designed to attract, motivate and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2006 Plan provides for awards of equity-based incentives through granting of stock options, restricted stock units (RSUs), deferred stock units (DSUs), restricted stock awards, unrestricted stock awards, stock appreciation rights, and performance awards. The company's stockholders approved the 2006 Plan in May 2012 and 15.5 additional shares of common stock were reserved for issuance upon exercise of options or other equity grants under the 2006 Plan through December 31, 2015. The 2006 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock appreciation rights, will be counted against the share limit as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share limit as 2.09 shares for each share of common stock. At December 31, 2014, there were 9.6 million shares in the fungible share reserve still available for issuance.

In November 2012, the company began to grant substantially all of the company's employees restricted stock units, rather than stock options. The RSUs, which are granted annually in November at no cost to employees, vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (591/2 years), and are issued to employees upon vesting. Prior to 2012, substantially all of the company's employees were eligible for the stock option element of the 2006 Plan, pursuant to which the options vested 100% six months after the date of grant, with a maximum term of five years. Options were granted each May and November (through 2011) at an exercise price of 100% of the fair market value of the company's common stock on the date of grant. The company satisfies stock options and restricted stock units with newly issued shares, and satisfies restricted stock awards, deferred stock units, and performance awards with treasury shares.

Pursuant to the 2006 Plan, the company's Board of Directors adopted the Long-term Incentive Compensation Program (LTIP), a performance-based program directed toward key senior executives of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company's common stock. Once earned on the basis of performance, one-third of the shares vest immediately and the remaining shares vest equally over an additional two-year service-based vesting period requirement. The performance period is generally three years; however, certain transition awards may be issued with shorter performance periods. Performance is measured in terms of equal portions of revenue growth, operating margin, return on invested capital and return on equity of the company as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the specified compensation of the named company executives in the year of award. The Compensation Committee granted the following three-year performance period awards, and one- and two-year performance period transition awards, which have been earned and have or will be issued over the vesting period as follows:

	Maximum Shares That Could Be Issued		Award Earned			Award Issued/Issuable
2012 Award:
One-year performance period transition award		164,291		95,291			31,764		March 2013
							31,764		March 2014
							31,763		March 2015
2013 Award:
One-year performance period transition award		173,319		164,653			54,885		March 2014
							54,884		March 2015
							54,884		March 2016
Two-year performance period transition award		173,319		159,454			53,152		March 2015
							53,151		March 2016
							53,151		March 2017
Three-year performance period award		173,319			*			*
2014 Award:
Three-year performance period award		269,351			*			*

*	Not yet earned as performance period not complete.

In addition to the RSUs and stock options granted during the three year period ended December 31, 2014, presented below, the company awarded 54,000, 53,000 and 79,000 DSUs in 2014, 2013 and 2012, respectively.

Restricted Stock Units (RSU)

A summary of the company's RSU activity and outstanding RSUs as of December 31, 2014, are presented below (dollars in thousands except grant date fair value):

	Number of RSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value		Unrecognized Compensation
Outstanding RSUs as of January 1, 2012		—		$	—
Granted		1,422,448		$	11.95
Vested		(143,666	)	$	12.65
Forfeited		(9,475	)	$	11.92

As of December 31, 2012		1,269,307		$	11.87	$	17,428	$	12,318
Granted		1,293,140		$	18.16
Vested		(170,398	)	$	17.74
Forfeited		(112,406	)	$	12.48

As of December 31, 2013		2,279,643		$	14.97	$	44,544	$	22,197
Granted		1,121,416		$	21.82
Vested		(1,245,489	)	$	13.20
Forfeited		(144,344	)	$	15.51

As of December 31, 2014 (nonvested)		2,011,226		$	19.85	$	39,702	$	25,171

The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2014, is 1.4 years. The fair value of RSUs vesting during 2014, 2013, and 2012 was $24.6 million, $3.3 million, and $1.8 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2014, 2013, and 2012 were approximately 444,000, 63,000, and 49,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company's closing stock price.

Stock Options

A summary of the company's stock option activity and certain information concerning the company's outstanding options as of December 31, 2014, are presented below. There were no stock options granted in 2012, 2013, or 2014.

	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Outstanding options as of January 1, 2012		8,602,282		$	15.06	$	5.25
Exercised		(451,135	)	$	6.70	$	2.67
Forfeited		(1,077,438	)	$	21.85	$	6.04

As of December 31, 2012		7,073,709		$	14.56	$	5.30
Exercised		(3,134,953	)	$	11.02	$	4.19
Forfeited		(681,586	)	$	29.52	$	9.01

As of December 31, 2013		3,257,170		$	14.84	$	5.58
Exercised		(1,773,872	)	$	15.01	$	5.57
Forfeited		(84,783	)	$	14.98	$	5.45

As of December 31, 2014		1,398,515		$	14.62	$	5.61

Range of Exercise Price	Exercisable Outstanding Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price of Exercisable Outstanding Options
$10 to $15		731,256		1.29	$	12.95
$15 to $20		667,259		1.15	$	16.46

		1,398,515

The aggregate intrinsic value of options exercised was $9.3 million, $18.7 million, and $3.1 million for the years ended December 31, 2014, 2013, and 2012, respectively. The aggregate intrinsic value of options which were outstanding and exercisable as of December 31, 2014, was $7.2 million, and there is no unrecognized stock option compensation expense at December 31, 2014.

2013 Executive Incentive Compensation Plan (Executive Plan)

Pursuant to the company's existing Executive Plan, certain officers and other senior management members of the company are eligible to receive cash bonuses based on predetermined formulas. In the event the cash portion of the bonus exceeds the predetermined maximum cash payout, the excess bonus up to a fixed percentage of base salary is distributed as common stock of the company, of which one-third of the shares vest immediately and the remaining shares vest equally over an additional two-year service-based vesting period requirement. A total of 2.5 million shares have been reserved under this plan, which was amended, and approved by stockholders, during 2013. At December 31, 2014, 2.3 million shares under the Executive Plan remained available for issuance. Pursuant to the Executive Plan, 221,900 shares were awarded with a market value of approximately $3.8 million for the award year 2014, 9,500 shares were awarded with a market value of $157,000 for the award year 2013, and 8,900 shares were awarded with a market value of $135,000 for the award year 2012.

2014 Employee Stock Purchase Plan

The 2014 Employee Stock Purchase Plan allows eligible employees, at their election, to purchase shares of the company's stock on the open market at fair market value with a designated broker through payroll deductions. The maximum allowable payroll deduction for the plan, excluding company matching contributions, is $10,400 in any calendar year. The company provides matching contributions of 10% of employees' payroll deductions. The company's total expense for the plan was $376,000, $354,000, and $354,000 for the years ended December 31, 2014, 2013, and 2012, respectively.