Company grants long-term equity-based awards under the Amended and Restated 2004 Long Term Incentive Plan (the "2004 Plan"). The 2004 Plan provides for the granting of nonqualified stock options, equity-based stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units (RSUs) and stock-settled performance share units (PSUs), as well as cash-based performance grants, to employees and non-employee directors of the Company. Under the 2004 Plan, a maximum of 6,750,000 shares were approved for issuance. In October 2013, the 2004 Plan was amended to limit the number of future full value awards (awards other than stock options and SARs) to 3,465,701. Shares issued under the 2004 Plan are issued from new shares. As of June 30, 2014 there were 3,905,483 partial shares or 3,029,874 full shares available for grant under the 2004 Plan. All unvested awards are subject to forfeiture in the event of termination of employment, unless accelerated. SAR and RSU awards granted subsequent to July 1, 2012 generally include various acceleration terms for participants aged sixty-two years or older and employees aged fifty-five or older and have fifteen years of continuous service.

The Company also has outstanding stock options under the 2000 Stock Option Plan (the "2000 Plan), although the plan terminated in 2010 and no additional awards have since been or will be made under the 2000 Plan. The 2000 Plan allowed the Company to grant both incentive and nonqualified stock options and replaced the Company's 1991 Stock Option Plan.

Under the 2004 Plan and the 2000 Plan, stock-based awards are granted at an exercise price or initial value equal to the fair market value on the date of grant.

Using the fair value of each grant on the date of grant, the weighted average fair values per stock-based compensation award granted during fiscal years 2014, 2013 and 2012 were as follows:



	2014		2013		2012
Stock options & SARs	$	6.00	$	6.63	N/A
RSAs & RSUs	15.50		17.40		$	16.94
PSUs	15.73		18.33		N/A

The fair value of stock options and SARs granted prior to June 30, 2013 was estimated on the date of grant using a lattice option valuation model. Effective July 1, 2013, the Company changed from the lattice option valuation model to the Black-Scholes-Merton (BSM) option valuation model for valuing SARs. The Company elected to make the change in valuation methodology because the Company's historical grants of SARs lacked complex vesting conditions or maximum payout limitations on the value of the awards. The Company does not expect a material difference in future valuations as a result of the change in models. The fair value of market-based RSUs granted during fiscal year 2013 was estimated on the date of grant using a Monte Carlo simulation model. The significant assumptions used in determining the estimated fair value of stock options, SARs and market-based RSUs granted during fiscal years 2014, 2013 and 2012 were as follows:



	2014	2013	2012
Risk-free interest rate	1.67 - 1.96%	0.66 - 0.87%	N/A
Expected term (in years)	6.00	6.00	N/A
Expected volatility	44.00%	44.00 - 47.00%	N/A
Expected dividend yield	1.52 - 1.61%	1.33 - 1.46%	N/A

The risk free rate of return is determined based on the U.S. Treasury rates approximating the expected life of the stock options and SARs granted. Expected volatility is established based on historical volatility of the Company's stock price. Estimated expected life was based on an analysis of historical stock options granted data which included analyzing grant activity including grants exercised, expired and canceled. The expected dividend yield is determined based on the Company's annual dividend amount as a percentage of the strike price at the time of the grant. The Company uses historical data to estimate pre-vesting forfeiture rates.

Stock-based compensation expense, recorded within General and Administrative expense in the Consolidated Statement of Operations, was as follows:



	2014		2013			2012
SARs & stock options	$	2,145	$	1,986		$	1,447
RSAs, RSUs, & PSUs	4,255		3,895			6,150
Total stock-based compensation expense	6,400		5,881			7,597
Less: Income tax benefit	—		(2,235		)	(2,898		)
Total stock-based compensation expense, net of tax	$	6,400	$	3,646		$	4,699

Stock Appreciation Rights & Stock Options:

SARs and stock options granted under the 2004 Plan and 2000 Plan generally vest ratably over a three to five years period on each of the annual grant date anniversaries and expire ten years from the grant date. SARs granted subsequent to fiscal year 2012 vest ratably over a three year period.

Activity for all of our outstanding SARs and stock options is as follows:



	Shares (in thousands)				Weighted Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
	SARs		Stock Options		Weighted Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Outstanding balance at June 30, 2013	860		429		$	25.26
Granted	470		—		15.74
Forfeited/Expired	(189	)	(177	)	30.06
Exercised	(1	)	—		16.60
Outstanding balance at June 30, 2014	1,140		252		$	20.80	6.8	—
Exercisable at June 30, 2014	383		246		$	25.85	4.5	—
Unvested options, net of estimated forfeitures	686		6		$	16.68	8.7	—

The total intrinsic value, cash proceeds and income tax benefit associated with the exercise of SARs and stock options during fiscal years 2014, 2013 and 2012 were immaterial. As of June 30, 2014, there was $2.9 million of unrecognized expense related to SARs and stock options that is to be recognized over a weighted-average period of 1.8 years.

Restricted Stock Awards & Restricted Stock Units:

RSAs and RSUs granted to employees under the 2004 Plan generally vest ratably over a three to five year period on each of the annual grant date anniversaries or vest entirely after a three or five year period. In addition, the Company has an outstanding RSU grant to its Chief Executive Officer that vests upon the achievement of a specified value for the Company's stock over a specified period of time. RSUs granted to non-employee directors under the 2004 Plan generally vest in equal monthly amounts over a one year period from the Company's previous annual shareholder meeting date. Distributions on vested RSUs granted to non-employee directors are deferred until the director's board service ends.

Activity for all of our RSAs and RSUs is as follows:



	Shares/Units (in thousands)				Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value (in thousands)
	RSAs		RSUs		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value (in thousands)
Outstanding balance at June 30, 2013	315		250		$	17.46
Granted	—		362		15.50
Forfeited	(26	)	(19	)	17.05
Vested	(103	)	(81	)	17.92
Outstanding balance at June 30, 2014	186		512		$	16.34	$	9,817
Vested at June 30, 2014	—		81		$	16.42	$	1,145
Unvested awards, net of estimated forfeitures	179		361		$	16.40	$	7,602

As of June 30, 2014, there was $6.6 million of unrecognized expense related to RSAs and RSUs that is expected to be recognized over a weighted-average period of 2.2 years.

Performance Share Units:

PSUs represent shares potentially issuable in the future. Issuance is based upon the relative achievement of the Company's performance goals. PSUs granted to employees under the 2004 Plan generally cliff vest after two years following a one year performance period.

For certain PSUs granted in the fiscal years 2014 and 2013, the performance goals related to the Company achieving specified levels of same-store sales and earnings before interest, taxes, depreciation and amortization, adjusted ("adjusted EBITDA") for certain items impacting comparability for fiscal years 2014 and 2013. As the Company did not achieve thresholds related to performance goals for fiscal years 2014 and 2013, no PSUs were earned during fiscal years 2014 and 2013 for these awards.

In addition, during fiscal year 2014, the Company granted 0.1 million shares at target with a weighted average grant date fair value of $15.72 for performance goal of achieving a cumulative adjusted EBITDA during a three year period. As of June 30, 2014, the Company does not expect any of these units to be earned. Therefore, there is no unrecognized expense related to PSUs as of June 30, 2014. Future compensation expense for the unvested awards could reach a maximum of $1.9 million to be recognized over 2.2 years, assuming the Company expects the target performance metric is earned.