Share-based Compensation

The consolidated compensation cost recorded for the Company’s share-based compensation arrangements was $3,062, $2,277 and $4,349 for 2013, 2012 and 2011, respectively. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $1,141, $872 and $1,534 in 2013, 2012 and 2011, respectively. All compensation expense related to share-based compensation arrangements is recorded in sales, general and administrative expense. The unrecognized compensation cost as of December 31, 2013 associated with all share-based payment arrangements is $4,610 and the weighted average period over which it is to be expensed is 1.4 years.

Restricted Stock, Stock Option and Equity Compensation Plans – The Company maintains certain long-term stock incentive and stock option plans for the benefit of officers, directors and other key management employees. A summary of the authorized shares under these plans is detailed below:



Plan Description	Authorized Shares
1995 Directors Stock Option Plan	188
1996 Restricted Stock and Stock Option Plan	938
2000 Restricted Stock and Stock Option Plan	1,200
2004 Restricted Stock, Stock Option and Equity Compensation Plan	1,350
2008 A. M. Castle & Co. Omnibus Incentive Plan (amended and restated as of April 25, 2013)	3,350

Long-Term Compensation and Incentive Plans

On March 6, 2013, the Human Resources Committee (the “Committee”) of the Board of Directors of the Company approved equity awards under the Company’s 2013 Long-Term Compensation Plan (“2013 LTC Plan”) for executive officers and other select personnel.

On March 7, 2012, the Committee approved equity awards under the Company’s 2012 Long-Term Compensation Plan ("2012 LTC Plan") for executive officers and other select personnel.

On March 2, 2011, the Committee approved equity awards under the Company's 2011 Long-Term Compensation Plan ("2011 LTC Plan") for executive officers and other select personnel.

Each of the respective LTC Plans for 2013, 2012 and 2011 included RSU and PSU awards and are subject to the terms of the Company's 2008 A.M. Castle & Co. Omnibus Incentive Plan, amended and restated as of April 25, 2013.

Restricted Share Units and Non-Vested Shares

The RSUs granted under the 2013 and 2012 LTC Plans will cliff vest on December 31, 2015 and December 31, 2014, respectively. Approximately 46 RSUs granted under the 2011 LTC Plan cliff vested on December 31, 2013. Each RSU that becomes vested entitles the participant to receive one share of the Company’s common stock. The number of shares delivered may be reduced by the number of shares required to be withheld for federal and state withholding tax requirements (determined at the market price of Company shares at the time of payout).

The outstanding non-vested share balance consists of shares issued to the Board of Directors during the second quarter of 2012 and shares issued for retention incentive purposes. The Director shares vest during the second quarter of 2015 and the balance of the shares vest on December 31, 2014. The RSU share balance consists of units granted to employees for incentive purposes.

The fair value of the RSUs and non-vested shares is established using the market price of the Company’s stock on the date of grant.

A summary of the non-vested share and RSU activity is as follows:



	Shares				Units
	Shares		Weighted-Average Grant Date Fair Value		Units		Weighted- Average Grant Date Fair Value
Outstanding at January 1, 2013	73		$	12.22	298		$	12.05
Granted	40		$	16.66	128		$	16.19
Forfeited	(15	)	$	13.82	(94	)	$	11.94
Vested	—		$	—	(74	)	$	15.00
Outstanding at December 31, 2013	98		$	14.17	258		$	13.30
Expected to vest at December 31, 2013	98		$	14.17	221		$	13.01

The unrecognized compensation cost as of December 31, 2013 associated with RSU and non-vested share awards is $2,593. The total fair value of shares vested during the years ended December 31, 2013, 2012 and 2011 was $1,106, $1,685 and $2,166, respectively.

Performance Shares

The status of PSUs that have been awarded as part of the active LTC Plans is summarized below as of December 31, 2013:



Plan Year	Grant Date Fair Value		Estimated Number of Performance Shares to be Issued	Maximum Number of Performance Shares that Could Potentially be Issued
2013 LTC Plan
RTSR performance condition	$	24.74	59	196
ROIC performance condition	$	16.29	—	196
2012 LTC Plan
RTSR performance condition	$	13.78	85	178
RTSR performance condition⁽¹⁾	$	16.65	28	58
ROIC performance condition	$	10.02	—	178
ROIC performance condition ⁽¹⁾	$	12.74	—	58
2011 LTC Plan
RTSR performance condition	$	23.89	35	116
RTSR performance condition ⁽¹⁾	$	10.61	9	32
ROIC performance condition	$	17.13	—	116
ROIC performance condition ⁽¹⁾	$	12.74	—	32

⁽¹⁾ Represents the status of performance share units granted under the active LTC Plans in October 2012.

The grant date fair values of PSUs awarded containing the RTSR performance condition was estimated using a Monte Carlo simulation with the following assumptions:



	2013			2012			2011
Grant Date Fair Value per Share Unit	$	24.74		$	13.78		$	23.89
Expected volatility	59.5		%	85.0		%	62.0		%
Risk-free interest rate	0.38		%	0.40		%	1.10		%
Expected life (in years)	2.82			2.81			2.84
Expected dividend yield	—			—			—

PSUs under the active LTC Plans were granted to the Company's new CEO in October 2012. The grant date fair values of PSUs awarded to the CEO containing the market-based performance condition was estimated using a Monte Carlo simulation with the following assumptions:



	2012			2011
Grant Date Fair Value per Share Unit	$	16.65		$	10.61
Expected volatility	60.7		%	60.7		%
Risk-free interest rate	0.34		%	0.34		%
Expected life (in years)	2.21			1.21
Expected dividend yield	—			—

The grant date fair values for PSUs subject to the ROIC performance condition were established using the market price of the Company's common stock on the date of grant.

Final award vesting and distribution of performance awards granted under the 2011 LTC Plan was determined based on the Company’s actual performance versus the target goals for a three-year consecutive period (as defined in the 2011 Plan). Refer to the table above for the number of shares expected to be issued under 2011 LTC Plan. The unrecognized compensation cost as of December 31, 2013 associated with the 2013 and 2012 LTC Plans performance share units is $2,017.

Stock Options

There were no stock options issued under the 2013, 2012 and 2011 LTC Plans. A summary of the stock option activity is as follows:



	Shares		Weighted Average Exercise Price		Intrinsic Value		Weighted Average Remaining Contractual Life
Stock options outstanding at January 1, 2013	270		$	11.34
Exercised	(115	)	$	9.27
Forfeited	(10	)	$	12.79
Expired	(1	)	$	12.79
Stock options outstanding at December 31, 2013	144		$	12.89	$	280	3.0
Stock options exercisable at December 31, 2013	144		$	12.89	$	280	3.0
Stock options vested as of December 31, 2013	144		$	12.89	$	280	3.0

The total intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was $914, $36 and $194, respectively. The unrecognized compensation cost as of December 31, 2013 associated with stock options is $0.