The Company recognized share-based compensation expense in SG&A in its Consolidated Statement of Income for the years ended December 31, 2013, December 31, 2012 and December 31, 2011, including the following:

	December 31,
		2013		2012		2011
Stock options	$	517	$	542	$	482
Nonvested stock awards and restricted stock units		1,900		1,504		1,430
Employee stock purchase plan		60		48		44
Non-elective and elective 401(k) matching contribution in stock		1,612		1,653		1,497
Director stock ownership plan		72		60		60
Total share-based compensation expense	$	4,161	$	3,807	$	3,513

As of December 31, 2013, December 31, 2012 and December 31, 2011, the Company recorded $815, $2,045 and $109, respectively, of excess tax benefits in capital in excess of par value on its Consolidated Balance Sheets related to stock option exercises. For 2013, 2012 and 2011, the Company also recognized these benefits as a cash inflow from financing activities in its Consolidated Statement of Cash Flows, which represents the Company's estimate of cash savings during 2013, 2012 and 2011.

		2013				2012
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
			Exercise		Remaining		Exercise		Remaining
		Number of	Price		Contractual	Number of	Price		Contractual
		Shares	per Share		Term (years)	Shares	per Share		Term (years)
Options outstanding at January 1,		107,455	$	31.23		253,342	$	16.43
	Options granted	29,302		58.26		40,157		38.57
	Options exercised	(57,137)		27.12		(177,574)		11.87
	Options forfeited	(3,601)		37.81		(8,470)		29.32
	Options expired	(768)		37.37		0		0.00
Options outstanding at December 31,		75,251	$	44.49	5.2	107,455	$	31.23	5.1
Options exercisable at December 31,		11,840	$	28.42	3.9	17,360	$	28.81	4.4

The total intrinsic value of options exercised during 2013 was approximately $2,237. Intrinsic value is calculated as the difference between the current market price of the underlying security and the strike price of a related option. As of December 31, 2013, the total intrinsic value of options outstanding was $2,462 and the total intrinsic value of exercisable options was approximately $578.

A summary of the Company's outstanding stock options at December 31, 2013 is as follows:

					Number	Weighted	Weighted		Number	Weighted
					Outstanding	Average	Average		Exercisable	Average
Range of					at	Contractual	Exercise		at	Exercise
Exercise Prices					12/31/2013	Life	Price		12/31/2013	Price
$	0.00	-	$	10.00	0	0	$	0	0	$	0
$	10.01	-	$	20.00	6,155	3.1		18.82	6,155		18.82
$	20.01	-	$	30.00	0	0		0	0		0
$	30.01	-	$	40.00	37,602	4.8		37.86	4,954		37.73
$	40.01	-	$	50.00	2,192	5.5		46.21	731		46.21
$	50.01	-	$	60.00	29,302	6.2		58.26	0		0
					75,251	5.2		44.49	11,840		28.42

As of December 31, 2013, unrecognized compensation expense related to options granted in 2011 was $24, for options granted during 2012 was $240 and for options granted in 2013 was $464.

Consistent with prior years, the Company granted stock options under its LTIP plan that are subject only to time vesting over a three-year period in the first quarters of 2010, 2011, 2012 and 2013. Also, in connection with a transition of key employees in the Company during the second quarter of 2012, stock options were granted that are also subject only to time vesting over a three-year period. For the purposes of determining the fair value of stock option awards, the Company uses the Black-Scholes option pricing model and the assumptions set forth in the table below:

	For the Year Ended December 31,								June 30,
	2013		2012		2011		2010		2012
Stock option awards	29,302		37,965		36,835		110,939		2,192
Dividend yield	2.49	%	3.09	%	5.00	%	5.10	%	2.69	%
Expected volatility	57.28	%	69.90	%	62.13	%	53.72	%	69.09	%
Risk-free interest rate	0.63	%	0.61	%	1.99	%	2.85	%	0.58	%
Expected term (years)	4.0		4.0		5.0		6.0		4.0

These awards are being amortized on a straight-line basis over the respective vesting period of each award. The compensation expense recorded on each award during 2013, 2012 and 2011, respectively, is as follows:

		Year Ended December 31,
		2013		2012		2011
2013 Stock option awards	$	174	$	0	$	0
2012 Stock option awards	$	189	$	167	$	0
2011 Stock option awards	$	138	$	164	$	139
2010 Stock option awards	$	16	$	193	$	224

Activity of nonvested shares granted under the Company's LTIP plan is shown below:

		Weighted
		Average Grant
	Number of	Date Fair Value
	Shares	(per share)
Nonvested awards, December 31, 2012	122,944	$	31.98
Granted	51,659	$	61.56
Vested	(51,981)	$	26.02
Forfeited	(6,638)	$	41.70
Nonvested awards, December 31, 2013	115,984	$	47.27

The fair value of the nonvested stock is based on the trading price of the Company's common stock on the date of grant. The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards. As of December 31, 2013, unrecognized compensation expense related to these awards was $2,772, to be recognized over a weighted average remaining period of 2.32 years.

Activity of nonvested restricted stock units granted under the Company's LTIP plan is shown below:

		Weighted
		Average Grant
	Number of	Date Fair Value
	Units	(per unit)
Nonvested awards, December 31, 2012	2,100	$	38.13
Granted	1,918	$	62.39
Nonvested awards, December 31, 2013	4,018	$	49.71

The fair value of the nonvested restricted stock units is based on the trading price of the Company's common stock on the date of grant. The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards. As of December 31, 2013, unrecognized compensation expense related to these awards was $114 to be recognized over a weighted average remaining period of 2.16 years.

In 2000, the Board adopted an Employee Stock Purchase Plan (“ESPP”) whereby employees may purchase Company stock through a payroll deduction plan. Purchases are made from the plan and credited to each participant's account at the end of each month, the “Investment Date.” The purchase price of the stock is 85% of the fair market value on the Investment Date. The plan is compensatory and the 15% discount is expensed on the Investment Date. All employees, including officers, are eligible to participate in this plan. A participant may withdraw all uninvested payment balances credited to a participant's account at any time. An employee whose stock ownership of the Company exceeds five percent of the outstanding common stock is not eligible to participate in this plan.

In March 2013, the Company adopted the 2013 Director Stock Ownership Plan (the “Plan”), subject to the approval by the Company's shareholders at the annual meeting, to encourage the Directors to increase their investment in the Company. The Plan was approved at the Company's May 2013 shareholders' meeting. The Plan authorizes the issuance of up to 75,000 shares of Quaker common stock in accordance with the terms of the Plan in payment of all or a portion of the annual cash retainer payable to each of the Company's non-employee directors in 2013 and subsequent years during the term of the Plan. Under the Plan, each director who, on May 1st of the applicable calendar year, owns less than 400% of the annual cash retainer for the applicable calendar year, divided by the average of the closing price of a share of Quaker Common Stock as reported by the composite tape of the New York Stock Exchange for the previous calendar year (the “Threshold Amount”), is required to receive 75% of the annual cash retainer in Quaker common stock and 25% of the retainer in cash, unless the director elects to receive a greater percentage of Quaker common stock (up to 100%) of the annual cash retainer for the applicable year. Each director who owns more than the Threshold Amount may elect to receive common stock in payment of a percentage (up to 100%) of the annual cash retainer. The annual retainer is $50 and the retainer payment date is June 1. The Plan was adopted in order to replace the 2003 Director Stock Ownership Plan, which expired in May 2013.