Stock-Based Compensation

Amended and Restated Stock Incentive Plan

The Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (the “SIP”) provides for the issuance of Restricted Stock Units (“RSUs”), stock options and other stock-based awards for a period of up to ten years to eligible employees and directors. A total of 16.0 million shares of common stock may be granted under the SIP. At December 31, 2013, RSUs with respect to approximately 12.1 million shares of common stock were issued. Total compensation cost related to unvested RSUs not yet recognized was approximately $39,742,000 at December 31, 2013 and is expected to be recognized over approximately the next three years.

Restricted Stock Units

Vested Restricted Stock Unit Grants

The Company has granted awards of vested RSUs to the independent directors of the Company pursuant to the SIP. The directors are entitled to receive delivery of the underlying common stock on the third anniversary of the date of the grant. Dividends declared during the delayed delivery period are paid to the directors in cash. At December 31, 2013, vested RSUs with respect to approximately 29,000 shares of common stock were outstanding pursuant to these grants. In connection with the grant of these vested RSUs, the Company recorded non-cash stock-based compensation expense of approximately $300,000, $326,000 and $300,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table sets forth activity relating to the Company's granted awards of vested RSUs under the SIP for awards to the independent directors (share data in thousands):



	Number of Shares		Weighted Average Grant Date Fair Value
Balance at January 1, 2011	46		$	19.66
Granted	10		29.12
Delivered	(11	)	27.63
Balance at December 31, 2011	45		19.90
Granted	10		31.77
Delivered	(21	)	13.79
Balance at December 31, 2012	34		27.46
Granted	9		33.83
Delivered	(14	)	22.79
Balance at December 31, 2013	29		31.47

Unvested Restricted Stock Unit Grants

The Company grants awards of unvested RSUs to certain employees pursuant to the SIP. The fair value at the date of grant is expensed on a straight-line basis over the applicable service periods. Except in circumstances where a dividend is determined to be an extraordinary dividend in the sole discretion of the Company's Compensation Committee (in which case dividend equivalents are accrued on such RSUs in the form of additional unvested RSUs), dividends are not paid to the holders of such unvested RSUs. At December 31, 2013, RSUs with respect to approximately 950,000 shares of common stock were outstanding pursuant to these grants. Amortization expense related to the unearned stock-based compensation, net of forfeitures, was approximately $8,491,000, $7,328,000 and $8,224,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table sets forth activity relating to the Company's granted awards under the above mentioned plans (share data in thousands):



	Number of Shares		Weighted Average Grant Date Fair Value
Balance at January 1, 2011	1,432		$	21.07
Granted	253		28.98
Delivered	(369	)	22.47
Forfeited	(37	)	21.98
Balance at December 31, 2011	1,279		22.21
Granted	100		32.34
Delivered	(346	)	23.57
Forfeited	(54	)	20.75
Balance at December 31, 2012	979		22.85
Granted	305		34.20
Delivered	(307	)	21.95
Forfeited	(27	)	25.28
Balance at December 31, 2013	950		26.72

Incentive Bonus Plans for Employees of the Company

The Company has implemented two programs for employees under which (i) based upon compensation levels, it automatically pays a portion of their year-end bonuses in the form of unvested RSUs (“Mandatory Plan”) and (ii) employees can elect to defer, on a pre-tax basis, an additional portion of their year-end bonus in the form of vested RSUs (“Voluntary Plan”). These RSUs are issued pursuant to the SIP. Under both plans, the Company matches a predetermined amount of the employee contribution in the form of unvested RSUs. Dividend equivalents are accrued on the deferred compensation awards and the matches in the form of additional unvested RSUs. The RSUs under the Mandatory Plan, including the Company match, will vest and be delivered pro-rata over four years. The dividend equivalents issued under the Mandatory Plan vest and will be delivered four years after the date of grant. The RSUs granted under the Voluntary Plan vest immediately at the date of grant and will be delivered three years after the date of grant. The Company match and dividend equivalents under the Voluntary Plan vest and will be delivered three years after the date of grant. The fair value at the date of grant of the RSUs under the Mandatory Plan and the matching under both programs is expensed on a straight-line basis. On May 8, 2012, the Company discontinued the company match on amounts deferred under the Mandatory Plan. All historical grants made pursuant to the company match on amounts deferred under the Mandatory Plan will continue to vest and be delivered in accordance with the previous schedule. Further, on May 8, 2012, the Company discontinued the Voluntary Plan, commencing with performance year 2013. All historical grants made pursuant to the Voluntary Plan, as well as the company match on such grants, will continue to vest and/or be delivered in accordance with the previous schedule. All employees that made an election to voluntarily defer a portion of their 2012 year-end bonus were permitted to defer such optional deferred amount, and received a matching contribution from the company on such optional deferred amount.

As of December 31, 2013, approximately 1,371,000 and 60,000 RSUs under the Mandatory Plan and Voluntary Plan, respectively, including matching and dividend equivalents, were outstanding. In connection with the grant of the vested RSUs issued under the Voluntary Plan, the Company recorded a non-cash stock-based compensation expense, including amortization on the matching component, of approximately $113,000, $577,000, and $602,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Amortization expense, net of forfeitures, related to the unearned stock-based compensation of the Mandatory Plan, including the matching component, was approximately $12,863,000, $10,069,000 and $10,300,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table sets forth activity relating to the Company's incentive bonus plans, including Company match and dividend equivalents (share data in thousands):



	Number of Shares		Weighted Average Grant Date Fair Value
Balance at January 1, 2011	770		$	24.17
Granted	740		28.59
Delivered	(362	)	27.79
Forfeited	(16	)	25.46
Balance at December 31, 2011	1,132		25.88
Granted	692		33.38
Delivered	(464	)	24.72
Forfeited	(46	)	30.88
Balance at December 31, 2012	1,314		30.07
Granted	587		33.55
Delivered	(400	)	27.79
Forfeited	(70	)	32.13
Balance at December 31, 2013	1,431		32.03

Employee Stock Purchase Plan

Pursuant to the Amended and Restated Employee Stock Purchase Plan (“ESPP”), the Company allows eligible employees, as defined in the ESPP, to purchase common stock at a 15% discount from market value with a maximum of $25,000 in annual aggregate purchases by any one individual. The number of shares of common stock authorized for purchase by eligible employees was 600,000. For the years ended December 31, 2013, 2012 and 2011, approximately 13,000, 16,000 and 18,000 shares, respectively, had been purchased by eligible employees through the ESPP. For the years ended December 31, 2013, 2012 and 2011, the Company recorded a non-cash stock-based compensation expense of approximately $72,000, $76,000 and $81,000, respectively, which represents the discount on the shares issued pursuant to this plan. The ESPP will terminate upon the earliest to occur of the following: (1) termination of the ESPP by the board of directors, or (2) issuance of all of the shares reserved for issuance under the ESPP.