STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS

Stock-Based Compensation

In 2000, the Company adopted a stock incentive plan (the "2000 Plan"), which provided for awards in the form of incentive stock options, non-qualified stock options, restricted stock awards, performance stock awards and common stock awards. The 2000 Plan expired on April 15, 2010, but as of December 31, 2014, 36,000 options remained outstanding under this plan. These options will remain outstanding until they are either exercised or expire in accordance with their terms.

In 2010, the Company adopted an equity incentive plan (the "2010 Plan"), which provides for awards of up to 6,000,000 shares of common stock (subject to certain anti-dilution adjustments) in the form of (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, and (v) certain other stock-based awards. The Company ceased issuing stock options in 2008, and all awards issued to date under the 2010 Plan have been in the form of restricted stock awards and performance stock awards as described below.

As of December 31, 2014 and 2013, the Company had the following types of stock-based compensation awards outstanding under the 2000 Plan and the 2010 Plan (collectively, the "Plans"): stock options, restricted stock awards and performance stock awards. The stock options generally become exercisable up to five years from the date of grant, subject to certain employment requirements, and terminate 10 years from the date of grant. The restricted stock awards generally vest over three to five years subject to continued employment. The performance stock awards vest depending on the satisfaction of certain performance criteria and continued service conditions as described below.

(15) STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)

Total stock-based compensation cost charged to selling, general and administrative expenses for the years ended December 31, 2014, 2013 and 2012 was $8.8 million, $9.0 million and $7.5 million, respectively. The total income tax benefit recognized in the consolidated statements of income from stock-based compensation was $1.9 million, $3.2 million and $2.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. The expected per annum forfeiture rates used to calculate compensation expense were 7% for non-executive employees and 4% for executives and directors.

Stock Option Awards

The Company uses the Black-Scholes option pricing model to value the compensation expense associated with its stock option awards based on the assumptions in the following table. In addition, the Company estimates forfeitures when recognizing compensation expense, and adjusts its estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment in the period of change and also impact the amount of compensation expense to be recognized in future periods. The Company ceased issuing stock option awards in May 2008 and as of December 31, 2014, all remaining options then outstanding had vested.

The following table summarizes activity under the Plans relating to stock options:



Stock Options	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2014	36,000	$	29.73	4.04
Outstanding, exercisable and vested at December 31, 2014	36,000	$	29.73	3.04	$	660

As of December 31, 2014, there was no unrecognized compensation cost related to stock option awards under the Company's Plans. There was no intrinsic value in stock options exercised during the year ended December 31, 2014 since there were no options exercised during that period. The total intrinsic value of options exercised during 2013 and 2012 was $2.5 million, and $2.3 million, respectively.

Restricted Stock Awards

The following information relates to restricted stock awards that have been granted to employees and directors under the Company's Plans. The restricted stock awards are not transferable until vested and the restrictions generally lapse upon the achievement of continued employment over a three-to-five-year period or service as a director until the following annual meeting of shareholders. The fair value of each restricted stock grant is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over its vesting period.

The following table summarizes information about restricted stock awards for the year ended December 31, 2014:



Restricted Stock	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested at January 1, 2014	502,582		$	53.47
Granted	123,514		60.25
Vested	(161,072	)	50.22
Forfeited	(82,003	)	55.85
Unvested at December 31, 2014	383,021		$	56.51

As of December 31, 2014, there was $13.6 million of total unrecognized compensation cost arising from restricted stock awards under the Company's Plans. This cost is expected to be recognized over a weighted average period of 2.8 years. The total fair value of restricted stock vested during 2014, 2013 and 2012 was $9.4 million, $4.4 million and $3.3 million, respectively.

Performance Stock Awards

The following information relates to performance stock awards that have been granted to employees under the Company's Plans. Performance stock awards are subject to performance criteria established by the compensation committee of the Company's board of directors prior to or at the date of grant. The vesting of the performance stock awards is based on

(15) STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)

achieving such targets typically based on revenue, Adjusted EBITDA margin, ROIC percentage and Total Recordable Incident Rate. In addition performance stock awards include continued service conditions.

The fair value of each performance stock award is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over the service period if achievement of performance measures is then considered probable. The expected forfeiture rate used to calculate compensation expense was 7% for non-executive employees and 4% for executives.

For the performance stock awards granted in 2014, the compensation committee of the Company's board of directors established two-year performance targets which could potentially be achieved in either 2014 or 2015. As of December 31, 2014, management determined that none of the performance criteria was achieved and as a result stock-based compensation expense was not recorded for the year ended December 31, 2014 with respect to those performance stock awards.

For the performance stock awards granted in 2013, the compensation committee of the Company's board of directors established two-year performance targets which could potentially be achieved in either 2013 or 2014. As of December 31, 2014, management determined that one of the three performance criteria was achieved and as a result the Company has recognized stock based compensation on 20% of the original award. For the year ended December 31, 2014, the Company recognized cumulative stock-based compensation expense of $0.7 million within selling, general and administrative expenses with respect to those performance stock awards. These awards will vest over the remaining requisite service condition.

The following table summarizes information about performance stock awards for the year ended December 31, 2014:



Performance Stock	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested at January 1, 2014	109,861		$	54.27
Granted	131,953		61.97
Forfeited	(97,939	)	54.84
Unvested at December 31, 2014	143,875		$	60.94

As of December 31, 2014, there was $0.4 million of total unrecognized compensation cost arising from non-vested compensation related to performance stock awards then deemed probable of vesting under the Company's Plans. During 2013 and 2014 no performance awards vested. The total fair value of performance awards vested during 2012 was $6.0 million.

Common Stock Awards

In the years ended December 31, 2014 and 2013, the Company did not issue any shares of common stock without restrictions under the Company's Plans.

Employee Stock Purchase Plan

In May of 1995, the Company's stockholders approved an Employee Stock Purchase Plan (the "ESPP"), which was a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, through which employees of the Company were given the opportunity to purchase shares of common stock. On February 27, 2014, the Company's board of directors terminated the ESPP effective as of March 31, 2014. The weighted average per share fair values of the purchase rights granted under the ESPP during the years ended December 31, 2014 and 2013 were $9.94 and $9.61, respectively.

Employee Benefit Plans

As of December 31, 2014, the Company has responsibility for a defined benefit plan that covered 15 active non-supervisory Canadian employees. For each of the years ended December 31, 2014, 2013 and 2012, net periodic pension cost was $0.3 million. At December 31, 2014, the fair value of the Company's plan assets was $9.4 million. The fair value of $7.5 million of these plan assets was considered a Level 1 measure and the fair value of $1.9 million of these plan assets was considered a Level 2 measure, according to the fair value hierarchy. At December 31, 2013, the fair value of the Company's plan assets was $9.5 million. The fair value of $7.6 million of these plan assets was considered a Level 1 measure and the fair value of $1.9 million of these plan assets was considered a Level 2 measure, according to the fair

(15) STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)

value hierarchy. As of December 31, 2014 and 2013, the projected benefit obligation was $11.2 million and $10.3 million, respectively.

The Company also has a profit-sharing plan under Section 401(k) of the Internal Revenue Code covering substantially all U.S. employees and a Canadian registered retired savings plan covering all Canadian employees. Both plans allow employees to make contributions up to a specified percentage of their compensation. The Company makes discretionary partial matching contributions established annually by the Board of Directors. The Company expensed $12.0 million, $8.9 million, and $4.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, related to the U.S. plan and $3.4 million, $3.1 million and $2.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, related to the Canadian plan.