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Stock Based Compensation
12 Months Ended
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock Based Compensation
Stock Based Compensation
PSEG's Amended and Restated 2004 Long-Term Incentive Plan (LTIP) is a broad-based equity compensation program that provides for grants of various long-term incentive compensation awards, such as stock options, stock appreciation rights, performance share units, restricted stock, restricted stock units, cash awards or any combination thereof. The types of long-term incentive awards that have been granted and remain outstanding under the LTIP are non-qualified options to purchase shares of PSEG's common stock, restricted stock awards, restricted stock unit awards and performance share unit awards. The type of equity award that is granted and the details of that award may vary from time to time and is subject to the approval of the Organization and Compensation Committee of PSEG's Board of Directors (OCC), the plan's administrative committee.
The LTIP currently provides for the issuance of equity awards with respect to approximately 16 million shares of common stock. As of December 31, 2014, there were approximately 16 million shares available for future awards under the LTIP.
         Stock Options
Under the LTIP, non-qualified options to acquire shares of PSEG common stock may be granted to officers and other key employees selected by the OCC. Option awards are granted with an exercise price equal to the market price of PSEG's common stock at the grant date. The options generally vest over four years of continuous service. Vesting schedules may be accelerated upon the occurrence of certain events, such as a change-in-control (unless substituted with an equity award of equal value), retirement, death or disability. Options are exercisable over a period of time designated by the OCC (but not prior to one year or longer than ten years from the date of grant) and are subject to such other terms and conditions as the OCC determines. Payment by option holders upon exercise of an option may be made in cash or, with the consent of the OCC, by delivering previously acquired shares of PSEG common stock.
Restricted Stock
Under the LTIP, PSEG has granted restricted stock awards to officers and other key employees. These shares are subject to risk of forfeiture until vested by continued employment. Restricted stock generally vests annually over three or four years, but is considered outstanding at the time of grant, as the recipients are entitled to dividends and voting rights. Vesting may be accelerated upon certain events, such as change-in-control (unless substituted with an equity award of equal value), retirement, death or disability.
Restricted Stock Units
Under the LTIP, PSEG has granted restricted stock unit awards to officers and other key employees. These awards, which are bookkeeping entries only, are subject to risk of forfeiture until vested by continued employment. Until vested, the units are credited with dividend equivalents proportionate to the dividends paid on PSEG common stock. Distributions are made in shares of common stock. The restricted stock unit grants for 2014 and 2013 generally vest at the end of three years. Vesting may be accelerated upon certain events such as change-in-control or death. Prior to 2011, restricted stock unit grants generally vested over four years.
Performance Share Units
Under the LTIP, PSEG has granted performance share units to officers and other key employees. These provide for payment in shares of PSEG common stock based on achievement of certain financial goals over a three-year performance period. The payout varies from 0% to 200% of the number of performance units granted depending on PSEG's performance with respect to certain financial targets, including targets related to comparative performance against other companies in a peer group of energy companies. The performance share units are credited with dividend equivalents in an amount equal to dividends paid on PSEG common stock up until the shares are distributed. Vesting may be pro-rated for the employee's service during the performance period as a result of certain events, such as change-in-control (unless substituted with an equity award of equal value), retirement, death or disability.
Stock-Based Compensation
All outstanding unvested stock options are being expensed based on their grant date fair values, which were determined using the Black-Scholes option-pricing model. Stock option awards are expensed on a tranche-specific basis over the requisite service period of the award. Ultimately, compensation expense for stock options is recognized for awards that vest.
PSEG recognizes compensation expense for restricted stock and restricted stock units over the vesting period based on the grant date fair value of the shares, which is equal to the market price of PSEG's common stock on the date of the grant.
PSEG recognizes compensation expense for the total shareholder return target for its performance share unit awards based on the grant date fair values of the award, which are determined using the Monte Carlo model. The accrual of compensation cost is based on the probable achievement of the performance conditions, which result in a payout from 0% to 200% of the initial grant. PSEG recognizes compensation expense for the return on invested capital target for its performance share units based on the grant date fair value of the awards, which is equal to the market price of PSEG’s common stock on the date of the grant. The accrual during the year of grant is estimated at 100% of the original grant. Such accrual may be adjusted to reflect the actual outcome.
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
2012
 
 
 
 
Millions
 
 
Compensation Cost included in Operation and Maintenance Expense
 
$
32

 
$
32

 
$
25

 
 
Income Tax Benefit Recognized in Consolidated Statement of Operations
 
$
13

 
$
13

 
$
10

 
 
 
 
 
 
 
 
 
 

There was no excess tax benefit for 2014 and 2013. There was less than $1 million of excess tax benefits for 2012.
PSEG recognizes compensation cost of awards issued over the shorter of the original vesting period or the period beginning on the date of grant and ending on the date an individual is eligible for retirement and the award vests.
Stock Options
Changes in stock options for 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Options
 
Weighted Average Exercise Price
 
Weighted Average Remaining Years Contractual Term
 
Aggregate Intrinsic Value
 
 
Outstanding as of January 1, 2014
 
2,615,166

 
$
34.43

 
 
 
 
 
 
Exercised
 
519,250

 
$
30.51

 
 
 
 
 
 
Canceled/Forfeited
 
20,066

 
$
39.88

 
 
 
 
 
 
Outstanding as of December 31, 2014
 
2,075,850

 
$
35.35

 
3.8
 
$
15,016,886

 
 
Exercisable at December 31, 2014
 
2,075,850

 
$
35.35

 
3.8
 
$
15,016,886

 
 
 
 
 
 
 
 
 
 
 
 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. There were no option grants in 2014, 2013 and 2012.




Activity for options exercised for the years ended December 31, 2014, 2013 and 2012 is shown below:
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
2012
 
 
 
 
Millions
 
 
Total Intrinsic Value of Options Exercised
 
$
4

 
$
1

 
$
4

 
 
Cash Received from Options Exercised
 
$
16

 
$
7

 
$
7

 
 
Tax Benefit Realized from Options Exercised
 
$

 
$

 
$
1

 
 
 
 
 
 
 
 
 
 

No options were vested during the year ended December 31, 2014. Less than one million options vested during each of the years ended December 31, 2013 and 2012. The total fair value of the stock options vested during the years ended December 31, 2013 and 2012 was $1 million and $3 million, respectively.
Restricted Stock
Changes in restricted stock for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average Grant
Date Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
8,800

 
$
30.18

 
 
 
 
 
 
Vested
 
8,800

 
$
30.18

 
 
 
 
 
 
Non-vested as of December 31, 2014
 

 
$

 
0
 
$

 
 
 
 
 
 
 
 
 
 
 
 

There were no restricted stock awards granted in 2014, 2013 and 2012.
The total intrinsic value of restricted stock vested during the years ended December 31, 2014, 2013 and 2012 was $2 million, $2 million and $1 million, respectively.
Restricted Stock Units
Changes in restricted stock units for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average Grant
Date Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
1,047,569

 
$
31.30

 
 
 
 
 
 
Granted
 
356,240

 
$
35.16

 
 
 
 
 
 
Vested
 
325,504

 
$
31.57

 
 
 
 
 
 
Canceled/Forfeited
 
9,276

 
$
33.95

 
 
 
 
 
 
Non-vested as of December 31, 2014
 
1,069,029

 
$
32.49

 
1.1
 
$
44,268,491

 
 
 
 
 
 
 
 
 
 
 
 

The weighted average grant date fair value per share for restricted stock during the years ended December 31, 2014, 2013 and 2012 was $35.16, $31.41 and $30.95 per share, respectively.
The total intrinsic value of restricted stock units vested during the years ended December 31, 2014, 2013 and 2012 was $12 million, $4 million and $5 million, respectively.
As of December 31, 2014, there was approximately $5 million of unrecognized compensation cost related to the restricted stock units, which is expected to be recognized over a weighted average period of one year. Dividend equivalents units of 42,648 accrued on the restricted stock units during the year.
Performance Share Units
Changes in performance share units for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average
Grant Date
Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
802,118

 
$
33.25

 
 
 
 
 
 
Granted
 
358,265

 
$
38.94

 
 
 
 
 
 
Vested
 
382,504

 
$
31.25

 
 
 
 
 
 
Canceled/Forfeited
 
12,246

 
$
36.45

 
 
 
 
 
 
Non-vested as of December 31, 2014
 
765,633

 
$
36.86

 
1.5
 
$
31,704,863

 
 
 
 
 
 
 
 
 
 
 
 

The weighted average grant date fair value per share for performance share units during the years ended December 31, 2014, 2013 and 2012 was $38.94, $35.07 and $31.25 per share, respectively.
The total intrinsic value of performance share units vested during the year ended December 31, 2014, 2013 and 2012 was $6 million, $5 million and $4 million, respectively.
As of December 31, 2014, there was approximately $14 million of unrecognized compensation cost related to the performance share units, which is expected to be recognized over a weighted average period of one year. Dividend equivalents units of 45,779 accrued on the performance share units during the year.
Outside Directors
Under the Directors Equity Plan, annually, on the first business day of May, each non-employee member of the Board of Directors is awarded stock units based on amount of annual compensation to be paid at the closing price of PSEG common stock on that date. Dividend equivalents are credited quarterly and distributions will commence upon the director leaving the Board as specified by him/her in accordance with the provisions of the plan.
The fair value of these awards is recorded as compensation expense in the Consolidated Statements of Operations. Compensation expense for the plan for each of the years ended December 31, 2014, 2013 and 2012 was approximately $1 million.
Employee Stock Purchase Plan (ESPP)
PSEG maintains an ESPP for all eligible employees of PSEG and its subsidiaries. Under the ESPP, shares of PSEG common stock may be purchased at 95% of the fair market value for represented employees and 90% for non-represented employees through payroll deductions. Dividends will be reinvested for all employees at 95% of the fair market price unless the participant elects to receive a cash dividend. All employees are required to hold the shares purchased under the ESPP for at least three months from the purchase date. In any year, employees may purchase shares having a value not exceeding 10% of their base pay.
During the years ended December 31, 2014, 2013 and 2012, employees purchased 207,248 shares, 257,513 shares and 191,572 shares at an average price of $36.07, $30.57 and $31.32 per share, respectively. As of December 31, 2014, 3.6 million shares were available for future issuance under this plan.
PSE&G [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock Based Compensation
Stock Based Compensation
PSEG's Amended and Restated 2004 Long-Term Incentive Plan (LTIP) is a broad-based equity compensation program that provides for grants of various long-term incentive compensation awards, such as stock options, stock appreciation rights, performance share units, restricted stock, restricted stock units, cash awards or any combination thereof. The types of long-term incentive awards that have been granted and remain outstanding under the LTIP are non-qualified options to purchase shares of PSEG's common stock, restricted stock awards, restricted stock unit awards and performance share unit awards. The type of equity award that is granted and the details of that award may vary from time to time and is subject to the approval of the Organization and Compensation Committee of PSEG's Board of Directors (OCC), the plan's administrative committee.
The LTIP currently provides for the issuance of equity awards with respect to approximately 16 million shares of common stock. As of December 31, 2014, there were approximately 16 million shares available for future awards under the LTIP.
         Stock Options
Under the LTIP, non-qualified options to acquire shares of PSEG common stock may be granted to officers and other key employees selected by the OCC. Option awards are granted with an exercise price equal to the market price of PSEG's common stock at the grant date. The options generally vest over four years of continuous service. Vesting schedules may be accelerated upon the occurrence of certain events, such as a change-in-control (unless substituted with an equity award of equal value), retirement, death or disability. Options are exercisable over a period of time designated by the OCC (but not prior to one year or longer than ten years from the date of grant) and are subject to such other terms and conditions as the OCC determines. Payment by option holders upon exercise of an option may be made in cash or, with the consent of the OCC, by delivering previously acquired shares of PSEG common stock.
Restricted Stock
Under the LTIP, PSEG has granted restricted stock awards to officers and other key employees. These shares are subject to risk of forfeiture until vested by continued employment. Restricted stock generally vests annually over three or four years, but is considered outstanding at the time of grant, as the recipients are entitled to dividends and voting rights. Vesting may be accelerated upon certain events, such as change-in-control (unless substituted with an equity award of equal value), retirement, death or disability.
Restricted Stock Units
Under the LTIP, PSEG has granted restricted stock unit awards to officers and other key employees. These awards, which are bookkeeping entries only, are subject to risk of forfeiture until vested by continued employment. Until vested, the units are credited with dividend equivalents proportionate to the dividends paid on PSEG common stock. Distributions are made in shares of common stock. The restricted stock unit grants for 2014 and 2013 generally vest at the end of three years. Vesting may be accelerated upon certain events such as change-in-control or death. Prior to 2011, restricted stock unit grants generally vested over four years.
Performance Share Units
Under the LTIP, PSEG has granted performance share units to officers and other key employees. These provide for payment in shares of PSEG common stock based on achievement of certain financial goals over a three-year performance period. The payout varies from 0% to 200% of the number of performance units granted depending on PSEG's performance with respect to certain financial targets, including targets related to comparative performance against other companies in a peer group of energy companies. The performance share units are credited with dividend equivalents in an amount equal to dividends paid on PSEG common stock up until the shares are distributed. Vesting may be pro-rated for the employee's service during the performance period as a result of certain events, such as change-in-control (unless substituted with an equity award of equal value), retirement, death or disability.
Stock-Based Compensation
All outstanding unvested stock options are being expensed based on their grant date fair values, which were determined using the Black-Scholes option-pricing model. Stock option awards are expensed on a tranche-specific basis over the requisite service period of the award. Ultimately, compensation expense for stock options is recognized for awards that vest.
PSEG recognizes compensation expense for restricted stock and restricted stock units over the vesting period based on the grant date fair value of the shares, which is equal to the market price of PSEG's common stock on the date of the grant.
PSEG recognizes compensation expense for the total shareholder return target for its performance share unit awards based on the grant date fair values of the award, which are determined using the Monte Carlo model. The accrual of compensation cost is based on the probable achievement of the performance conditions, which result in a payout from 0% to 200% of the initial grant. PSEG recognizes compensation expense for the return on invested capital target for its performance share units based on the grant date fair value of the awards, which is equal to the market price of PSEG’s common stock on the date of the grant. The accrual during the year of grant is estimated at 100% of the original grant. Such accrual may be adjusted to reflect the actual outcome.
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
2012
 
 
 
 
Millions
 
 
Compensation Cost included in Operation and Maintenance Expense
 
$
32

 
$
32

 
$
25

 
 
Income Tax Benefit Recognized in Consolidated Statement of Operations
 
$
13

 
$
13

 
$
10

 
 
 
 
 
 
 
 
 
 

There was no excess tax benefit for 2014 and 2013. There was less than $1 million of excess tax benefits for 2012.
PSEG recognizes compensation cost of awards issued over the shorter of the original vesting period or the period beginning on the date of grant and ending on the date an individual is eligible for retirement and the award vests.
Stock Options
Changes in stock options for 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Options
 
Weighted Average Exercise Price
 
Weighted Average Remaining Years Contractual Term
 
Aggregate Intrinsic Value
 
 
Outstanding as of January 1, 2014
 
2,615,166

 
$
34.43

 
 
 
 
 
 
Exercised
 
519,250

 
$
30.51

 
 
 
 
 
 
Canceled/Forfeited
 
20,066

 
$
39.88

 
 
 
 
 
 
Outstanding as of December 31, 2014
 
2,075,850

 
$
35.35

 
3.8
 
$
15,016,886

 
 
Exercisable at December 31, 2014
 
2,075,850

 
$
35.35

 
3.8
 
$
15,016,886

 
 
 
 
 
 
 
 
 
 
 
 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. There were no option grants in 2014, 2013 and 2012.




Activity for options exercised for the years ended December 31, 2014, 2013 and 2012 is shown below:
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
2012
 
 
 
 
Millions
 
 
Total Intrinsic Value of Options Exercised
 
$
4

 
$
1

 
$
4

 
 
Cash Received from Options Exercised
 
$
16

 
$
7

 
$
7

 
 
Tax Benefit Realized from Options Exercised
 
$

 
$

 
$
1

 
 
 
 
 
 
 
 
 
 

No options were vested during the year ended December 31, 2014. Less than one million options vested during each of the years ended December 31, 2013 and 2012. The total fair value of the stock options vested during the years ended December 31, 2013 and 2012 was $1 million and $3 million, respectively.
Restricted Stock
Changes in restricted stock for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average Grant
Date Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
8,800

 
$
30.18

 
 
 
 
 
 
Vested
 
8,800

 
$
30.18

 
 
 
 
 
 
Non-vested as of December 31, 2014
 

 
$

 
0
 
$

 
 
 
 
 
 
 
 
 
 
 
 

There were no restricted stock awards granted in 2014, 2013 and 2012.
The total intrinsic value of restricted stock vested during the years ended December 31, 2014, 2013 and 2012 was $2 million, $2 million and $1 million, respectively.
Restricted Stock Units
Changes in restricted stock units for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average Grant
Date Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
1,047,569

 
$
31.30

 
 
 
 
 
 
Granted
 
356,240

 
$
35.16

 
 
 
 
 
 
Vested
 
325,504

 
$
31.57

 
 
 
 
 
 
Canceled/Forfeited
 
9,276

 
$
33.95

 
 
 
 
 
 
Non-vested as of December 31, 2014
 
1,069,029

 
$
32.49

 
1.1
 
$
44,268,491

 
 
 
 
 
 
 
 
 
 
 
 

The weighted average grant date fair value per share for restricted stock during the years ended December 31, 2014, 2013 and 2012 was $35.16, $31.41 and $30.95 per share, respectively.
The total intrinsic value of restricted stock units vested during the years ended December 31, 2014, 2013 and 2012 was $12 million, $4 million and $5 million, respectively.
As of December 31, 2014, there was approximately $5 million of unrecognized compensation cost related to the restricted stock units, which is expected to be recognized over a weighted average period of one year. Dividend equivalents units of 42,648 accrued on the restricted stock units during the year.
Performance Share Units
Changes in performance share units for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average
Grant Date
Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
802,118

 
$
33.25

 
 
 
 
 
 
Granted
 
358,265

 
$
38.94

 
 
 
 
 
 
Vested
 
382,504

 
$
31.25

 
 
 
 
 
 
Canceled/Forfeited
 
12,246

 
$
36.45

 
 
 
 
 
 
Non-vested as of December 31, 2014
 
765,633

 
$
36.86

 
1.5
 
$
31,704,863

 
 
 
 
 
 
 
 
 
 
 
 

The weighted average grant date fair value per share for performance share units during the years ended December 31, 2014, 2013 and 2012 was $38.94, $35.07 and $31.25 per share, respectively.
The total intrinsic value of performance share units vested during the year ended December 31, 2014, 2013 and 2012 was $6 million, $5 million and $4 million, respectively.
As of December 31, 2014, there was approximately $14 million of unrecognized compensation cost related to the performance share units, which is expected to be recognized over a weighted average period of one year. Dividend equivalents units of 45,779 accrued on the performance share units during the year.
Outside Directors
Under the Directors Equity Plan, annually, on the first business day of May, each non-employee member of the Board of Directors is awarded stock units based on amount of annual compensation to be paid at the closing price of PSEG common stock on that date. Dividend equivalents are credited quarterly and distributions will commence upon the director leaving the Board as specified by him/her in accordance with the provisions of the plan.
The fair value of these awards is recorded as compensation expense in the Consolidated Statements of Operations. Compensation expense for the plan for each of the years ended December 31, 2014, 2013 and 2012 was approximately $1 million.
Employee Stock Purchase Plan (ESPP)
PSEG maintains an ESPP for all eligible employees of PSEG and its subsidiaries. Under the ESPP, shares of PSEG common stock may be purchased at 95% of the fair market value for represented employees and 90% for non-represented employees through payroll deductions. Dividends will be reinvested for all employees at 95% of the fair market price unless the participant elects to receive a cash dividend. All employees are required to hold the shares purchased under the ESPP for at least three months from the purchase date. In any year, employees may purchase shares having a value not exceeding 10% of their base pay.
During the years ended December 31, 2014, 2013 and 2012, employees purchased 207,248 shares, 257,513 shares and 191,572 shares at an average price of $36.07, $30.57 and $31.32 per share, respectively. As of December 31, 2014, 3.6 million shares were available for future issuance under this plan.
Power [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock Based Compensation
Stock Based Compensation
PSEG's Amended and Restated 2004 Long-Term Incentive Plan (LTIP) is a broad-based equity compensation program that provides for grants of various long-term incentive compensation awards, such as stock options, stock appreciation rights, performance share units, restricted stock, restricted stock units, cash awards or any combination thereof. The types of long-term incentive awards that have been granted and remain outstanding under the LTIP are non-qualified options to purchase shares of PSEG's common stock, restricted stock awards, restricted stock unit awards and performance share unit awards. The type of equity award that is granted and the details of that award may vary from time to time and is subject to the approval of the Organization and Compensation Committee of PSEG's Board of Directors (OCC), the plan's administrative committee.
The LTIP currently provides for the issuance of equity awards with respect to approximately 16 million shares of common stock. As of December 31, 2014, there were approximately 16 million shares available for future awards under the LTIP.
         Stock Options
Under the LTIP, non-qualified options to acquire shares of PSEG common stock may be granted to officers and other key employees selected by the OCC. Option awards are granted with an exercise price equal to the market price of PSEG's common stock at the grant date. The options generally vest over four years of continuous service. Vesting schedules may be accelerated upon the occurrence of certain events, such as a change-in-control (unless substituted with an equity award of equal value), retirement, death or disability. Options are exercisable over a period of time designated by the OCC (but not prior to one year or longer than ten years from the date of grant) and are subject to such other terms and conditions as the OCC determines. Payment by option holders upon exercise of an option may be made in cash or, with the consent of the OCC, by delivering previously acquired shares of PSEG common stock.
Restricted Stock
Under the LTIP, PSEG has granted restricted stock awards to officers and other key employees. These shares are subject to risk of forfeiture until vested by continued employment. Restricted stock generally vests annually over three or four years, but is considered outstanding at the time of grant, as the recipients are entitled to dividends and voting rights. Vesting may be accelerated upon certain events, such as change-in-control (unless substituted with an equity award of equal value), retirement, death or disability.
Restricted Stock Units
Under the LTIP, PSEG has granted restricted stock unit awards to officers and other key employees. These awards, which are bookkeeping entries only, are subject to risk of forfeiture until vested by continued employment. Until vested, the units are credited with dividend equivalents proportionate to the dividends paid on PSEG common stock. Distributions are made in shares of common stock. The restricted stock unit grants for 2014 and 2013 generally vest at the end of three years. Vesting may be accelerated upon certain events such as change-in-control or death. Prior to 2011, restricted stock unit grants generally vested over four years.
Performance Share Units
Under the LTIP, PSEG has granted performance share units to officers and other key employees. These provide for payment in shares of PSEG common stock based on achievement of certain financial goals over a three-year performance period. The payout varies from 0% to 200% of the number of performance units granted depending on PSEG's performance with respect to certain financial targets, including targets related to comparative performance against other companies in a peer group of energy companies. The performance share units are credited with dividend equivalents in an amount equal to dividends paid on PSEG common stock up until the shares are distributed. Vesting may be pro-rated for the employee's service during the performance period as a result of certain events, such as change-in-control (unless substituted with an equity award of equal value), retirement, death or disability.
Stock-Based Compensation
All outstanding unvested stock options are being expensed based on their grant date fair values, which were determined using the Black-Scholes option-pricing model. Stock option awards are expensed on a tranche-specific basis over the requisite service period of the award. Ultimately, compensation expense for stock options is recognized for awards that vest.
PSEG recognizes compensation expense for restricted stock and restricted stock units over the vesting period based on the grant date fair value of the shares, which is equal to the market price of PSEG's common stock on the date of the grant.
PSEG recognizes compensation expense for the total shareholder return target for its performance share unit awards based on the grant date fair values of the award, which are determined using the Monte Carlo model. The accrual of compensation cost is based on the probable achievement of the performance conditions, which result in a payout from 0% to 200% of the initial grant. PSEG recognizes compensation expense for the return on invested capital target for its performance share units based on the grant date fair value of the awards, which is equal to the market price of PSEG’s common stock on the date of the grant. The accrual during the year of grant is estimated at 100% of the original grant. Such accrual may be adjusted to reflect the actual outcome.
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
2012
 
 
 
 
Millions
 
 
Compensation Cost included in Operation and Maintenance Expense
 
$
32

 
$
32

 
$
25

 
 
Income Tax Benefit Recognized in Consolidated Statement of Operations
 
$
13

 
$
13

 
$
10

 
 
 
 
 
 
 
 
 
 

There was no excess tax benefit for 2014 and 2013. There was less than $1 million of excess tax benefits for 2012.
PSEG recognizes compensation cost of awards issued over the shorter of the original vesting period or the period beginning on the date of grant and ending on the date an individual is eligible for retirement and the award vests.
Stock Options
Changes in stock options for 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Options
 
Weighted Average Exercise Price
 
Weighted Average Remaining Years Contractual Term
 
Aggregate Intrinsic Value
 
 
Outstanding as of January 1, 2014
 
2,615,166

 
$
34.43

 
 
 
 
 
 
Exercised
 
519,250

 
$
30.51

 
 
 
 
 
 
Canceled/Forfeited
 
20,066

 
$
39.88

 
 
 
 
 
 
Outstanding as of December 31, 2014
 
2,075,850

 
$
35.35

 
3.8
 
$
15,016,886

 
 
Exercisable at December 31, 2014
 
2,075,850

 
$
35.35

 
3.8
 
$
15,016,886

 
 
 
 
 
 
 
 
 
 
 
 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. There were no option grants in 2014, 2013 and 2012.




Activity for options exercised for the years ended December 31, 2014, 2013 and 2012 is shown below:
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
2012
 
 
 
 
Millions
 
 
Total Intrinsic Value of Options Exercised
 
$
4

 
$
1

 
$
4

 
 
Cash Received from Options Exercised
 
$
16

 
$
7

 
$
7

 
 
Tax Benefit Realized from Options Exercised
 
$

 
$

 
$
1

 
 
 
 
 
 
 
 
 
 

No options were vested during the year ended December 31, 2014. Less than one million options vested during each of the years ended December 31, 2013 and 2012. The total fair value of the stock options vested during the years ended December 31, 2013 and 2012 was $1 million and $3 million, respectively.
Restricted Stock
Changes in restricted stock for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average Grant
Date Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
8,800

 
$
30.18

 
 
 
 
 
 
Vested
 
8,800

 
$
30.18

 
 
 
 
 
 
Non-vested as of December 31, 2014
 

 
$

 
0
 
$

 
 
 
 
 
 
 
 
 
 
 
 

There were no restricted stock awards granted in 2014, 2013 and 2012.
The total intrinsic value of restricted stock vested during the years ended December 31, 2014, 2013 and 2012 was $2 million, $2 million and $1 million, respectively.
Restricted Stock Units
Changes in restricted stock units for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average Grant
Date Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
1,047,569

 
$
31.30

 
 
 
 
 
 
Granted
 
356,240

 
$
35.16

 
 
 
 
 
 
Vested
 
325,504

 
$
31.57

 
 
 
 
 
 
Canceled/Forfeited
 
9,276

 
$
33.95

 
 
 
 
 
 
Non-vested as of December 31, 2014
 
1,069,029

 
$
32.49

 
1.1
 
$
44,268,491

 
 
 
 
 
 
 
 
 
 
 
 

The weighted average grant date fair value per share for restricted stock during the years ended December 31, 2014, 2013 and 2012 was $35.16, $31.41 and $30.95 per share, respectively.
The total intrinsic value of restricted stock units vested during the years ended December 31, 2014, 2013 and 2012 was $12 million, $4 million and $5 million, respectively.
As of December 31, 2014, there was approximately $5 million of unrecognized compensation cost related to the restricted stock units, which is expected to be recognized over a weighted average period of one year. Dividend equivalents units of 42,648 accrued on the restricted stock units during the year.
Performance Share Units
Changes in performance share units for the year ended December 31, 2014 are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Weighted
Average
Grant Date
Fair Value
 
Weighted Average
Remaining Years
Contractual Term
 
Aggregate
Intrinsic Value
 
 
Non-vested as of January 1, 2014
 
802,118

 
$
33.25

 
 
 
 
 
 
Granted
 
358,265

 
$
38.94

 
 
 
 
 
 
Vested
 
382,504

 
$
31.25

 
 
 
 
 
 
Canceled/Forfeited
 
12,246

 
$
36.45

 
 
 
 
 
 
Non-vested as of December 31, 2014
 
765,633

 
$
36.86

 
1.5
 
$
31,704,863

 
 
 
 
 
 
 
 
 
 
 
 

The weighted average grant date fair value per share for performance share units during the years ended December 31, 2014, 2013 and 2012 was $38.94, $35.07 and $31.25 per share, respectively.
The total intrinsic value of performance share units vested during the year ended December 31, 2014, 2013 and 2012 was $6 million, $5 million and $4 million, respectively.
As of December 31, 2014, there was approximately $14 million of unrecognized compensation cost related to the performance share units, which is expected to be recognized over a weighted average period of one year. Dividend equivalents units of 45,779 accrued on the performance share units during the year.
Outside Directors
Under the Directors Equity Plan, annually, on the first business day of May, each non-employee member of the Board of Directors is awarded stock units based on amount of annual compensation to be paid at the closing price of PSEG common stock on that date. Dividend equivalents are credited quarterly and distributions will commence upon the director leaving the Board as specified by him/her in accordance with the provisions of the plan.
The fair value of these awards is recorded as compensation expense in the Consolidated Statements of Operations. Compensation expense for the plan for each of the years ended December 31, 2014, 2013 and 2012 was approximately $1 million.
Employee Stock Purchase Plan (ESPP)
PSEG maintains an ESPP for all eligible employees of PSEG and its subsidiaries. Under the ESPP, shares of PSEG common stock may be purchased at 95% of the fair market value for represented employees and 90% for non-represented employees through payroll deductions. Dividends will be reinvested for all employees at 95% of the fair market price unless the participant elects to receive a cash dividend. All employees are required to hold the shares purchased under the ESPP for at least three months from the purchase date. In any year, employees may purchase shares having a value not exceeding 10% of their base pay.
During the years ended December 31, 2014, 2013 and 2012, employees purchased 207,248 shares, 257,513 shares and 191,572 shares at an average price of $36.07, $30.57 and $31.32 per share, respectively. As of December 31, 2014, 3.6 million shares were available for future issuance under this plan.