Stock-Based Compensation

As of December 31, 2013, we have two principal share-based compensation plans (collectively, the “Long-Term Incentive Compensation Plan”).

The compensation cost charged against income for these plans was $32.2 million, $36.3 million and $24.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. Our accounting policy for the recognition of compensation expense for awards with pro-rata vesting (substantially all of our awards) is to expense the costs ratably over the vesting periods.

Additionally, HEP maintains a share-based compensation plan for Holly Logistic Services, L.L.C.'s non-employee directors and certain executives and employees. Compensation cost attributable to HEP’s share-based compensation plan was $3.6 million, $2.7 million and $2.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Restricted Stock and Restricted Stock Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees restricted stock and restricted stock unit awards with awards generally vesting over a period of one to three years. Restricted stock award recipients are generally entitled to all the rights of absolute ownership of the restricted shares from the date of grant (unless a recipient's tax election requires otherwise) including the right to vote the shares and to receive dividends. Upon vesting, restrictions on the restricted shares lapse at which time they convert to common shares. In addition, we grant non-employee directors restricted stock unit awards, which typically vest over a period of one year and are payable in stock. The fair value of each restricted stock and restricted stock unit award is measured based on the market price as of the date of grant and is amortized over the respective vesting period.

A summary of restricted stock and restricted stock unit activity and changes during the year ended December 31, 2013 is presented below:



Restricted Stock and Restricted Stock Units	Grants		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value ($000)

Outstanding at January 1, 2013 (non-vested)	843,527		$	34.52
Granted	401,394		42.00
Vesting (transfer / conversion to common stock)	(491,565	)	33.04
Forfeited	(15,794	)	35.86
Outstanding at December 31, 2013 (non-vested)	737,562		$	39.54	$	36,650

For the year ended December 31, 2013, 491,565 restricted stock and restricted stock units vested having a grant date fair value of $16.2 million. For the years ended December 31, 2012 and 2011, we granted restricted stock having a weighted average grant date fair value of $37.27 and $28.61 per unit, respectively. Additionally, restricted stock vested during these periods having grant date fair values of $27.7 million and $9.1 million, respectively. As of December 31, 2013, there was $19.6 million of total unrecognized compensation cost related to non-vested restricted stock and restricted stock unit grants. That cost is expected to be recognized over a weighted-average period of 1.3 years.

Performance Share Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees performance share units, which are payable in stock upon meeting certain criteria over the service period, and generally vest over a period of three years. Under the terms of our performance share unit grants, awards are subject to either a “financial performance” or “market performance” criteria, or both.

The fair value of performance share unit awards subject to financial performance criteria is computed using the grant date closing stock price of each respective award grant and will apply to the number of units ultimately awarded. The number of shares ultimately issued for each award will be based on our financial performance as compared to peer group companies over the performance period and can range from zero to 200%. As of December 31, 2013, estimated share payouts for outstanding non-vested performance share unit awards ranged approximately from 110% to 165%.

For the performance share units subject to market performance criteria, performance is calculated as the total shareholder return achieved by HollyFrontier stockholders compared with the average shareholder return achieved by an equally-weighted peer group of independent refining companies over a three-year period. These share unit awards are valued using a Monte Carlo valuation model, which simulates future stock price movements using key inputs including grant date stock prices, expected stock price performance, expected rate of return and volatility. These units are payable in stock based on share price performance relative to the defined peer group and can range from zero to 200% of the initial target award.

A summary of performance share unit activity and changes during the year ended December 31, 2013 is presented below:



Performance Share Units	Grants

Outstanding at January 1, 2013 (non-vested)	875,574
Granted	256,671
Vesting and transfer of ownership to recipients	(126,460	)
Forfeited	(22,175	)
Outstanding at December 31, 2013 (non-vested)	983,610

For the year ended December 31, 2013, we issued 210,819 shares of our common stock, representing a 167% payout on vested performance share units having a grant date fair value of $11.6 million. For the years ended December 31, 2012 and 2011, we issued common stock upon the vesting of the performance share units having a grant date fair value of $6.0 million and $2.6 million, respectively. As of December 31, 2013, based on the weighted-average grant date fair value of $38.75 per share, there was $28.0 million of total unrecognized compensation cost related to non-vested performance share units. That cost is expected to be recognized over a weighted-average period of 1.6 years.