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, 2015, 24,000 options remained outstanding under this plan. These options are fully vested with a weighted average exercise price of $28.05 and 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, 2015 and 2014, 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.

Total stock-based compensation cost charged to selling, general and administrative expenses for the years ended December 31, 2015, 2014 and 2013 was $8.6 million, $8.8 million and $9.0 million, respectively. The total income tax benefit recognized in the consolidated statements of income from stock-based compensation was $2.3 million, $1.9 million and $3.2 million for the years ended December 31, 2015, 2014 and 2013, respectively. The expected per annum forfeiture rates used to calculate compensation expense were 6% for all employees.

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, 2015:



Restricted Stock	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested at January 1, 2015	383,021		$	56.51
Granted	153,934		54.16
Vested	(128,989	)	55.75
Forfeited	(45,348	)	56.46
Unvested at December 31, 2015	362,618		$	55.79

As of December 31, 2015, there was $11.5 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 3.1 years. The total fair value of restricted stock vested during 2015, 2014 and 2013 was $6.9 million, $9.4 million and $4.4 million, respectively.

Performance Stock Awards

The following information relates to performance stock awards that have been granted to employees under the Company's Plans. The compensation committee of the Company's board of directors established two-year performance targets which could potentially be achieved in the year granted or one year thereafter. 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

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

the performance stock awards is based on achieving such targets typically based on revenue, Adjusted EBITDA margin, Return on Invested Capital ("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 6% for all employees.

As of December 31, 2015, management determined that none of the performance criteria were achieved with respect to the performance stock awards granted in 2015 and as a result no stock-based compensation expense was recorded. For the performance stock awards granted in 2014, management determined that one of the four performance criteria was achieved and as a result the Company recognized stock based compensation on 25% of the original award, or $1.0 million, within selling, general and administrative expenses. 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, 2015:



Performance Stock	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested at January 1, 2015	143,875		$	60.94
Granted	168,186		56.40
Vested	(11,656	)	54.28
Forfeited	(113,131	)	61.18
Unvested at December 31, 2015	187,274		$	57.13

As of December 31, 2015, there was $0.6 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. The total fair value of performance awards vested during 2015 was $0.6 million. During 2014 and 2013 no performance awards vested.

Common Stock Awards

In the years ended December 31, 2015 and 2014, the Company did not issue any shares of common stock without restrictions under the Company's Plans.

Employee Benefit Plans

As of December 31, 2015, 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, 2015, 2014 and 2013, net periodic pension cost was $0.3 million. At December 31, 2015, the fair value of the Company's plan assets was $8.4 million. The fair value of $6.6 million of these plan assets was considered a Level 1 measure and the fair value of $1.8 million of these plan assets was considered a Level 2 measure, according to the fair value hierarchy. 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. As of December 31, 2015 and 2014, the projected benefit obligation was $10.0 million and $11.2 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 $9.2 million, $12.0 million, and $8.9 million for the years ended December 31, 2015, 2014 and 2013, respectively, related to the U.S. plan and $3.0 million, $3.4 million and $3.1 million for the years ended December 31, 2015, 2014 and 2013, respectively, related to the Canadian plan.