(12)	STOCK-BASED COMPENSATION PLANS

Description of the Plans

The 2005 Equity Based Compensation Plan (the “2005 Plan”) authorizes the Compensation Committee of the Board of Directors to grant, among other things, stock options, stock appreciation rights (“SARs”), performance share unit awards (“PSUs”) and restricted stock awards to employees and directors. The 2004 Non-Employee Director Stock Option Plan (the “Director Plan”) allows such grants to our non-employee directors of our Board of Directors. The 2005 Plan was approved by stockholders in May 2005 and replaced our 1999 Stock Option Plan. Since then, no new grants have been made from the 1999 Stock Option Plan. The number of shares that may be issued under the 2005 Plan is equal to (i) 5.6 million shares plus (ii) the number of shares subject to 1999 Stock Option Plan awards outstanding at May 18, 2005 that subsequently lapse or terminate without the underlying shares being issued plus (iii) subsequent shares approved by the shareholders. The Director Plan, which expired at the end of 2014, was approved by stockholders in May 2004 with no more than 450,000 shares of common stock to be issued under the Director Plan.

Stock-Based Awards

Stock options represent the right to purchase shares of stock in the future at the fair value of the stock on the date of grant. Most stock options granted under our stock option plans vest over a three-year period and expire five years from the date they were granted. Beginning in 2005, we began granting SARs to reduce the dilutive impact of our equity plans. Similar to stock options, SARs represent the right to receive a payment equal to the excess of the fair market value of shares of common stock on the date the right is exercised over the value of the stock on the date of grant. All SARs granted under the 2005 Plan will be settled in shares of stock, vest over a three-year period and have a maximum term of five years from the date they are granted. Beginning in first quarter 2011, the Compensation Committee of our Board of Directors began granting restricted stock units under our equity-based stock compensation plans. These restricted stock units, which we refer to as restricted stock Equity Awards, vest over a three-year period. In first quarter 2014, the Compensation Committee began granting PSU awards under our 2005 Plan. The number of shares to be issued is determined by our total shareholder return compared to the total shareholder return of a predetermined group of peer companies over the performance period. The PSU awards vest at the end of three years. The grant date fair value of the PSU awards is determined using a Monte Carlo simulation and is recognized as stock-based compensation expense over the three-year performance period. All awards granted have been issued at prevailing market prices at the time of grant and the vesting of these shares is based upon an employee’s continued employment with us.

The Compensation Committee also grants restricted stock to certain employees and non-employee directors of the Board of Directors as part of their compensation. Compensation expense is recognized over the balance of the vesting period, which is typically three years for employee grants and immediate vesting for non-employee directors. All restricted stock awards are issued at prevailing market prices at the time of the grant and the vesting is based upon an employee’s continued employment with us. Prior to vesting, all restricted stock awards have the right to vote such stock (by the trustee) and receive dividends thereon. Upon grant of these restricted shares, which we refer to as restricted stock Liability Awards, the majority of these shares are placed in our deferred compensation plan and, upon vesting, withdrawals are allowed in either cash or in stock. These Liability Awards are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market amount is reported in deferred compensation plan expense in the accompanying consolidated statements of income. Historically, we have used authorized but unissued shares of stock when restricted stock is granted. However, we also utilize treasury shares when available.

Total Stock-Based Compensation Expense

Stock-based compensation represents amortization of restricted stock, PSUs and SARs grants. The following table details the amount of stock-based compensation that is allocated to functional expense categories (in thousands):

	2014		2013		2012
Operating expense	$	4,208	$	2,755	$	2,415
Brokered natural gas and marketing expense		3,523		1,852		1,765
Exploration expense		4,569		4,025		4,049
General and administrative expense		55,382		55,737		44,541
Termination costs		2,999		¾		¾
Total	$	70,681	$	64,369	$	52,770

Unlike the other forms of stock-based compensation mentioned above, the mark-to-market of the liability related to the vested restricted stock held in our deferred compensation plans is directly tied to the change in our stock price and not directly related to the functional expenses and therefore, is not allocated to the functional categories. The increase in the year ended 2013 stock-based compensation from 2012 is primarily due to additional expense of $10.0 million related to the acceleration of stock-based compensation for our former executive chairman who became a non-employee director on January 1, 2014. Stock-based compensation in the year ended December 31, 2014 includes $6.7 million of awards granted to our former executive chairman for his 2013 service while he was a Range officer, which were fully vested upon grant. As part of the closure of our Oklahoma City office announced in first quarter 2015, unvested SARs, restricted stock and PSUs will be modified and fully vested effective with the closing of the office. These costs were estimated at December 31, 2014 as probable to occur and $3.0 million was accrued within termination costs in the consolidated statements of income. For the year ended December 31, 2014 and 2013, tax benefits realized for deductions that were in excess of the stock-based compensation expense were not recognized due to our net operating loss position.

Stock Appreciation Right Awards

We have two active equity-based stock plans, the 2005 Plan and the Director Plan. Under these plans, incentive and non-qualified stock options, stock appreciation rights, restricted stock units and various other awards may be issued to directors and employees pursuant to decisions of the Compensation Committee, which is made up of non-employee, independent directors from the Board of Directors. After December 31, 2014, no new grants will be issued from the Director Plan. All awards granted under these plans have been issued at prevailing market prices at the time of the grant. Of the 2.0 million grants outstanding at December 31, 2014, all grants relate to SARs. Information with respect to SARs activities is summarized below:

	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2011		4,558,609		$	41.47
Granted		754,471			64.14
Exercised		(1,860,367	)		30.20
Expired/forfeited		(19,351	)		48.00
Outstanding at December 31, 2012		3,433,362			52.52
Granted		470,617			75.82
Exercised		(1,269,323	)		53.24
Expired/forfeited		(52,582	)		53.56
Outstanding at December 31, 2013		2,582,074			56.36
Granted		1,104			81.74
Exercised		(616,563	)		45.45
Expired/forfeited		(66	)		46.44
Outstanding at December 31, 2014		1,966,549		$	59.80

The following table shows information with respect to SARs outstanding and exercisable at December 31, 2014:


	Outstanding						Exercisable
Range of Exercise Prices	Shares		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
$ 31.13–$ 39.99		3,260		0.58	$	38.82		3,260	$	38.82
40.00–49.99		542,206		0.49		46.47		542,206		46.47
50.00–59.99		355,856		1.38		52.35		355,856		52.35
60.00–69.99		614,909		2.33		64.18		422,546		64.21
70.00–79.99		448,418		3.30		75.88		196,064		76.30
80.00–81.15		1,900		3.69		81.15		1,900		81.15
Total		1,966,549		1.87	$	59.80		1,521,832	$	56.64

During 2014, we granted SARs to our former executive chairman in conjunction with his retirement from Range as an employee. During 2013 and 2012, we granted SARs to officers, non-officer employees and directors. The weighted average grant date fair value of these SARs, based on our Black-Scholes-Merton assumptions, is shown below:

	2014			2013			2012
Weighted average exercise price per share	$	81.74		$	75.82		$	64.14
Expected annual dividend yield		0.20	%		0.21	%		0.25	%
Expected life in years		4.3			3.7			3.7
Expected volatility		33	%		35	%		45	%
Risk-free interest rate		1.4	%		0.6	%		0.5	%
Weighted average grant date fair value per share	$	23.17		$	20.20		$	21.32

The expected dividend yield is based on the current annual dividend at the time of grant. The expected life was based on the historical exercise activity. The expected volatility factors are based on a combination of both the historical volatilities of the stock and implied volatility of traded options on our common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods commensurate with the expected terms of the options.

The total intrinsic value (the difference in value between exercise and market price at the time of grant) of SARs exercised during the years ended December 31, 2014 was $27.1 million compared to $30.3 million in 2013 and $61.0 million in 2012. As of December 31, 2014, the aggregate intrinsic value of the awards outstanding was $4.2 million. The aggregate intrinsic value and weighted average remaining contractual life of SARs awards exercisable as of December 31, 2014 was $4.2 million and 1.6 years. As of December 31, 2014, the number of fully vested awards and awards expected to vest was 2.0 million shares. The weighted average exercise price and weighted average remaining contractual life of these awards were $59.72 and 1.9 years and the aggregate intrinsic value was $4.2 million. As of December 31, 2014, unrecognized compensation cost related to the awards was $3.9 million, which is expected to be recognized over a weighted average period of 1.1 years.

Performance Share Unit Awards

The following is a summary of our non-vested PSU awards outstanding at December 31, 2014:

	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2013		—		$	—
Granted ^(a)		227,929			86.14
Vested ^(b)		(92,077	)		86.23
Forfeited		(1,511	)		82.60
Outstanding at December 31, 2014		134,341		$	86.11

^(a⁾ Amounts granted reflect the number of performance units granted. The actual payout of shares may be between zero percent and 150% of the performance units granted depending on the total shareholder return ranking compared to our peer companies at the vesting date.

^(b) Primarily represents PSU awards granted to our prior executive chairman for the 2013 calendar year while he was a Range officer.

The following assumptions were used to estimate the fair value of PSUs granted during the year ended December 31, 2014:

	Year Ended December, 31, 2014
Risk-free interest rate		0.77	%
Expected annual volatility		33	%
Grant date fair value per unit	$	86.14

We recorded PSU compensation expense of $7.7 million in the year ended December 31, 2014 compared to none in the same period of 2013. As of December 31, 2014, there was $10.5 million of unrecognized compensation related to PSU awards to be recognized over a weighted average period of 2.3 years.

Restricted Stock Awards

Equity Awards

In 2014, we granted 356,000 restricted stock Equity Awards to employees which generally vest over a three-year period. We recorded compensation expense for these awards of $26.3 million in the year ended December 31, 2014. In 2013, we granted 402,000 restricted stock Equity Awards to employees which generally vest over a three-year period. We recorded compensation expense for these awards of $19.7 million in the year ended December 31, 2013. In 2012, we granted 364,000 restricted stock Equity Awards to employees which generally vest over a three-year period. We recorded compensation expense for these awards of $11.8 million in the year ended December 31, 2012. As of December 31, 2014, there was $26.9 million of unrecognized compensation related to Equity Awards expected to be recognized over a weighted average period of 1.8 years. Restricted stock Equity Awards are not issued to employees until such time they are vested and the employees do not have the option to receive cash.

Liability Awards

In 2014, we granted 272,000 shares of restricted stock Liability Awards as compensation to directors and employees at an average price of $87.34. This grant included 64,000 issued to non-employee directors, which vest immediately and 208,000 to employees with vesting generally over a three-year period. In 2013, we granted 425,000 shares of restricted stock Liability Awards as compensation to directors and employees at an average price of $75.53. This grant included 18,000 issued to non-employee directors, which vest immediately, and 407,000 to employees with vesting generally over a three-year period. In 2012, we granted 381,000 shares of restricted stock Liability Awards as compensation to directors and employees at an average price of $64.06. This grant included 14,700 issued to non-employee directors, which vest immediately, and 366,300 to employees with vesting generally over a three-year period. We recorded compensation expense for these Liability Awards of $25.2 million in the year ended December 31, 2014 compared to $27.4 million in 2013 and $21.5 million in 2012. As of December 31, 2014, there was $22.0 million of unrecognized compensation related to restricted stock Liability Awards expected to be recognized over a weighted average period of 1.8 years. Substantially all of these awards are held in our deferred compensation plan, are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market is reported as deferred compensation expense in our consolidated statements of income (see additional discussion below). The proceeds received from the sale of stock held in our deferred compensation plan was $16.0 million in 2014. A summary of the status of our non-vested restricted stock outstanding at December 31, 2014 is summarized below:

	Equity Awards					Liability Awards
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		221,609		$	49.64		487,244		$	48.76
Granted		364,082			63.44		380,808			64.06
Vested		(208,802	)		56.73		(438,283	)		52.17
Forfeited		(27,733	)		58.65		(6,291	)		54.54
Outstanding at December 31, 2012		349,156			59.08		423,478			58.91
Granted		402,053			71.26		424,809			75.53
Vested		(315,535	)		62.43		(437,570	)		64.36
Forfeited		(50,611	)		65.29		(21,704	)		57.31
Outstanding at December 31, 2013		385,063			68.24		389,013			71.02
Granted		356,194			84.87		272,052			87.34
Vested		(354,237	)		72.85		(356,413	)		75.52
Forfeited		(26,605	)		75.66		(148	)		77.35
Outstanding at December 31, 2014		360,415		$	79.60		304,504		$	80.33

401(k) Plan

We maintain a 401(k) benefit plan that allows employees to contribute up to 75% of their salary (subject to Internal Revenue Service limitations) on a pretax basis. Beginning in 2008, we began matching up to 6% of salary in cash. Prior to 2013, all contributions became fully vested after the individual employee had two years of service with us. Beginning in 2013, vesting of our contributions is immediate. In 2014, we contributed $5.8 million to the 401(k) Plan compared to $5.1 million in 2013. Employees have a variety of investment options in the 401(k) benefit plan.

Deferred Compensation Plan

Our deferred compensation plan gives directors, officers and key employees the ability to defer all or a portion of their salaries and bonuses and invest in Range common stock or make other investments at the individual’s discretion. Range provides a partial matching contribution which vests over three years. The assets of the plans are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our creditors in the event of bankruptcy or insolvency. Our stock held in the Rabbi Trust is treated as a liability award as employees are allowed to take withdrawals from the Rabbi Trust either in cash or in Range stock. The liability for the vested portion of the stock held in the Rabbi Trust is reflected in the deferred compensation liability in the accompanying consolidated balance sheets and is adjusted to fair value each reporting period by a charge or credit to deferred compensation plan expense on our consolidated statements of income. The assets of the Rabbi Trust, other than our common stock, are invested in marketable securities and reported at their market value in other assets in the accompanying consolidated balance sheets. The deferred compensation liability reflects the vested market value of the marketable securities and Range stock held in the Rabbi Trust. Changes in the market value of the marketable securities and changes in the fair value of the deferred compensation plan liability are charged or credited to deferred compensation plan expense each quarter. We recorded mark-to-market income of $74.6 million in 2014 compared to $55.3 million expense in 2013 and $7.2 million expense in 2012. The Rabbi Trust held 2.8 million shares (2.5 million of vested shares) of Range stock at December 31, 2014 compared to 2.8 million shares (2.4 million of vested shares) at December 31, 2013.