

NOTE 8:	EMPLOYEE BENEFIT PLANS

401(k) Plans. The Company has established 401(k) profit sharing plans covering all employees after certain eligibility requirements are met. Amounts charged to operations for employer contributions related to the plans totaled $1,029 and $1,004 for the years ended December 31, 2014 and 2013.

Pension Benefits. In 2012, the Company merged its two partially funded, noncontributory qualified defined benefit pension plans, which cover substantially all union employees and certain former employees. The benefits under these pension plans are based upon years of qualified credited service; however benefit accruals under the plans were frozen. The Company’s funding policy is to contribute annually not less than the regulatory minimum and not more than the maximum amount deductible for income tax purposes. The measurement date is December 31.

The Company is taking steps to terminate the pension plan for employees covered under collective bargaining agreements. The projected additional funding cost to the Company to terminate the plans is approximately $716. The additional funding cost will be recognized immediately in the period that the pension benefit plan distribution is fully executed.

The Society of Actuaries released its final reports of the pension plan RP-2014 Mortality Tables and the Mortality Improvement Scale MP-2014 on October 27, 2014. Although new mortality tables were released, the Internal Revenue Service has stated that it will continue to use the 2000 tables through calendar 2015. Because the pension benefit plan is in process of termination, the actuarial valuation of the pension benefit plan assumes that all remaining assets of the plan will be distributed to plan participants or transferred to an insurer during 2015, followed by the closing of the pension trust account, so the new mortality tables were not adopted.

Post-Employment Benefits. The Company sponsors life insurance coverage as well as medical benefits, including prescription drug coverage, to certain retired employees and their spouses. During the year ended December 31, 2014, the Company made a change to the plan to terminate post-employment health care and life insurance benefits for all union employees except for a specified grandfathered group. At December 31, 2014 the plan covered 187 participants, both active and retired. The post-employment health care benefit is contributory for spouses under certain circumstances. Otherwise, participant contribution premiums are not required. The health care plan contains fixed deductibles, co-pays, coinsurance and out-of-pocket limitations. The life insurance segment of the plan is noncontributory and is available to retirees only.

The Company funds the post-employment benefit on a pay-as-you-go basis, and there are no assets that have been segregated and restricted to provide for post-employment benefits. Benefit eligibility for the current remaining grandfathered active group (36 employees) is age 62 and five years of service. The Company pays claims and premiums as they are submitted. The Company provides varied levels of benefits to participants depending upon the date of retirement and the location in which the employee worked. An older group of grandfathered retirees receives lifetime health care coverage. All other retirees receive coverage to age 65 through continuation of the Company group medical plan and a lump sum advance premium to the MediGap carrier of the retiree’s choice. Life insurance is available over the lifetime of the retiree in all cases.

The Society of Actuaries released its final reports of the pension plan RP-2014 Mortality Tables and the Mortality Improvement Scale MP-2014 on October 27, 2014. The impact of this change in assumed mortality on post-employment benefits liability was included in the Company's post-employment plan valuation for the year ended December 31, 2014.

The Company’s measurement date is December 31. The Company expects to contribute approximately $506, net of $28 of Medicare Part D subsidy receipts, to the plan in 2015.

The status of the Company’s plans at December 31, 2014 and 2013, was as follows:



	Pension Benefit Plans						Post-Employment Benefit Plan
	December 31,						December 31,
	2014			2013			2014			2013
Change in benefit obligation:
Beginning of year	$	2,190		$	2,690		$	4,827		$	5,700
Service cost	—			—			72			127
Interest cost	87			83			149			165
Actuarial loss (gain)	35			(241		)	1,632			(558		)
Negative plan amendment benefit	—			—			(1,183		)	—
Benefits paid	(296		)	(342		)	(571		)	(607		)
Benefit obligation at end of year	$	2,016		$	2,190		$	4,926		$	4,827

The following table shows the change in plan assets:



	Pension Benefit Plans
	December 31,
	2014			2013
Fair value of plan assets at beginning of year	$	1,550		$	1,720
Actual return on plan assets	46			172
Employer contributions	—			—
Benefits paid	(296		)	(342		)
Fair value of plan assets at end of year	$	1,300		$	1,550

Assumptions used to determine accumulated benefit obligations as of the year-end were:



	Pension Benefit Plans				Post-Employment Benefit Plan
	Year Ended December 31,				Year Ended December 31,
	2014		2013		2014		2013
Discount rate	3.58	%	4.11	%	2.99	%	3.95	%
Measurement date	December 31, 2014		December 31, 2013		December 31, 2014		December 31, 2013

Assumptions used to determine net benefit cost for the years ended December 31, 2014 and 2013 were:



	Pension Benefit Plans				Post-Employment Benefit Plan
	Year Ended December 31,				Year Ended December 31,
	2014		2013		2014		2013
Expected return on Assets	7.00	%	7.00	%	—		—
Discount rate	4.11	%	3.19	%	3.95 / 3.39%	(a)	2.98	%
Average compensation increase	n/a		n/a		n/a		n/a


^(a)	The pension benefit plan was amended effective April 16, 2014 requiring a re-measurement valuation. The discount rate for 2014 was based on measurement dates of December 31, 2013 and April 16, 2014.

The discount rate refers to the interest rate used to discount the estimated future benefit payments to their present value, referred to as the benefit obligation. The discount rate allows the Company to estimate what it would cost to settle the pension obligations as of the measurement date. The Company determines the discount rate using a yield curve of high-quality fixed-income investments whose cash flows match the timing and amount of the Company’s expected benefit payments.

In determining the expected rate of return on assets, the Company considers its historical experience in the plans’ investment portfolio, historical market data and long-term historical relationships, as well as a review of other objective indices including current market factors such as inflation and interest rates.

Components of net benefit cost are as follows:



	Pension Benefit Plans						Post-Employment Benefit Plan
	Year Ended December 31,						Year Ended December 31,
	2014			2013			2014			2013
Service cost	$	—		$	—		$	72		$	127
Interest cost	87			83			149			165
Expected return on assets	(104		)	(114		)	—			—
Amortization of prior service cost	—			—			(369		)	(647		)
Recognized net actuarial loss	21			66			18			28
Settlement losses	50			52			—			—
Net benefit cost	$	54		$	87		$	(130	)	$	(327	)

Changes in plan assets and benefit obligations recognized in other comprehensive income (loss) are as follows:



	Pension Benefit Plans					Post-Employment Benefit Plan
	Year Ended December 31,					Year Ended December 31,
	2014			2013		2014			2013
Net actuarial (loss) gain	$	(92	)	$	298	$	(1,632	)	$	558
Settlement losses	50			52		—			—
Plan amendment and curtailment	—			—		1,183			—
Recognized net actuarial loss	20			66		18			28
Amortization of prior service cost	—			—		(369		)	(647		)
Recognition of prior service cost due to curtailments	—			—		(52		)	—
Total other comprehensive income (loss), pre-tax	(22		)	416		(852		)	(61		)
Income tax expense (benefit)	(155		)	166		(6		)	(22		)
Total other comprehensive income (loss), net of tax	$	133		$	250	$	(846	)	$	(39	)

Amounts recognized in the Consolidated Balance Sheets are as follows:



	Pension Benefit Plans						Post-Employment Benefit Plan
	As of December 31,						As of December 31,
	2014			2013			2014			2013
Accrued expenses	$	—		$	—		$	(506	)	$	(405	)
Other non-current liabilities	(716		)	(640		)	—			—
Accrued retirement benefits	—			—			(4,420		)	(4,422		)
Net amount recognized	$	(716	)	$	(640	)	$	(4,926	)	$	(4,827	)

The estimated amount that will be recognized from accumulated other comprehensive income (loss) into net periodic benefit cost during the year ended December 31, 2015 is as follows:



	Pension Benefit Plans			Post-Employment Benefit Plan
Actuarial net loss	$	(25	)	$	(278	)
Net prior service credits	—			339
Net amount recognized	$	(25	)	$	61

The assumed average annual rate of increase in the per capita cost of covered benefits (health care cost trend rate) is as follows:



	Post-Employment Benefit Plan
	Year Ended December 31,
	2014				2013
	Pre-Age 65		Age 65 and older		Pre-Age 65		Age 65 and older
Health care cost trend rate	8.00	%	7.00	%	8.00	%	6.50	%
Ultimate trend rate	5.00	%	5.00	%	5.00	%	5.00	%
Year rate reaches ultimate trend rate	2028		2024		2027		2021

A one percentage point increase (decrease) in the assumed health care cost trend rate would have increased (decreased) the accumulated benefit obligation by $194 ($180) at December 31, 2014, and the service and interest cost would have increased (decreased) by $11 ($11) for the year ended December 31, 2014.

As of December 31, 2014, the following expected benefit payments (net of Medicare Part D subsidiary for Post-Employment Benefit Plan Payments), and the related expected subsidy receipts which reflect expected future service, as appropriate, are expected to be paid to plan participants:



	Pension Benefit Plan		Post-Employment Benefit Plan
	Expected Benefit Payments ^(a)		Expected Benefit Payments		Expected Subsidy Receipts
2015	$	2,016	$	534	$	28
2016	—		512		25
2017	—		498		24
2018	—		501		23
2019	—		518		22
2020-2024	—		2,194		88
Total	$	2,016	$	4,757	$	210


^(a)	This expected pay-out schedule anticipates the termination of the pension benefit plan during 2015.

The weighted average asset allocation by asset category is as follows:



	Pension Benefit Plan
	As of December 31,
Asset Category		2014		2013
Cash and cash equivalents		58	%	36	%
Equity Securities		26	%	47	%
Debt Securities		12	%	11	%
Other		4	%	6	%
Total		100	%	100	%

The Company’s investment strategy is based on an expectation that equity securities will outperform debt securities over the long term. Accordingly, the composition of the Company’s plan assets is broadly characterized as a 60 percent/30 percent/10 percent allocation between equity, debt and other securities. The strategy utilizes a diversified equity approach using multiple asset classes. The fixed income portion is actively managed investment grade debt securities (which constitute 80 percent or more of debt securities) with a lesser allocation to high-yield, international, inflation-protected, and rising rate debt securities. Of the lesser allocation, any one debt category will be no greater than 10 percent of the total debt portfolio. The portfolio may also utilize alternative assets to mitigate risk in the portfolio.

The Company further mitigates investment risk by rebalancing between equity and debt classes to maintain allocation parameters to be within approximately +/-10 percent of established targets. This is done to handle changes in asset allocation caused by Company contributions, monthly benefit payments, and general market volatility. At December 31, 2014, the Company held 58 percent of its investments in cash due to anticipated benefit payments to be made during 2015.

The following table sets forth the Company’s pension benefit plan assets as of December 31, 2014, by level within the fair value hierarchy.



	Fair Value Measurements at December 31, 2014
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	753	$	—	$	—	$	753
Equity Securities:
Domestic equity securities	332		—		—		332
Fixed income securities:
Investment grade domestic bonds	162		—		—		162
Other	53		—		—		53
Total	$	1,300	$	—	$	—	$	1,300

The following table sets forth the Company’s pension benefit plan assets as of December 31, 2013, by level within the fair value hierarchy.



	Fair Value Measurements at December 31, 2013
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	556	$	—	$	—	$	556
Equity Securities:
Domestic equity securities	566		—		—		566
International equity securities	156		—		—		156
Fixed income securities:
Investment grade domestic bonds	167		—		—		167
Other	105		—		—		105
Total	$	1,550	$	—	$	—	$	1,550

Level 1 assets are valued based on quoted prices in active markets for identical securities. The majority of Level 1 assets listed above include exchange traded index funds, bond funds and mutual funds.

Equity-Based Compensation Plans. As of December 31, 2014, the Company was authorized to issue 40,000,000 shares of Common Stock. In connection with the Reorganization, the Company retired its treasury stock, which historically had been used for issuance of Common Stock under the Company’s equity-based compensation plans. In conjunction with the Reorganization, the holding company adopted all of the shareholder-approved equity-based compensation plans that were active at the time, including the 2004 Plan, the Directors' Option Plan and the Non-Employee Directors' Restricted Stock Plan (the "Directors' Stock Plan"). With the retirement of treasury shares, the Company reserved certain authorized shares for issuance of Common Stock under the adopted equity-based compensation plans. As of December 31, 2014, the remaining balance of reserved authorized shares for issuance under these plans was 4,000 (see Note 6: Equity and Earnings (Loss) Per Share). The Company began to accumulate treasury stock again in fiscal 2012 and had a treasury share balance of 441,406 at December 31, 2014.

The Company currently has two active equity-based compensation plans: the Employee Equity Incentive Plan of 2014 (the "2014 Plan") and the Non-Employee Director Equity Incentive Plan (the "Directors' Plan"). The plans were approved by shareholders at the Company's annual meeting in May 2014. The 2014 Plan replaced the 2004 Plan, although the 2004 Plan had a remaining balance of 278,900 nonvested outstanding awards at December 31, 2014. The Directors' Plan replaced the Directors' Option Plan and the Directors' Stock Plan, although the Directors' Option Plan had a remaining balance of 4,000 unexercised awards at December 31, 2014.

The Company’s equity-based compensation plans provide for the awarding of stock options, stock appreciation rights, shares of restricted stock and RSUs for senior executives and salaried employees as well as outside directors. Compensation expense related to restricted stock awards is based on the market price of the stock on the date the Board of Directors communicates the approved award and is amortized over the vesting period of the restricted stock award. The Consolidated Statement of Operations for the years ended December 31, 2014 and 2013, reflects share-based compensation costs of $931 and $932, respectively, related to these plans.

At the Company's annual meeting in May 2014, shareholders also approved a new Employee Stock Purchase Plan (the "ESPP Plan") with 300,000 shares registered for employee purchase. The new ESPP Plan is not yet active.

2014 Plan

The 2014 Plan, with 1,500,000 shares registered for future grants, provides that vesting occurs pursuant to the time period specified in the particular award agreement approved for that issuance of RSUs, which is to be not less than three years unless vesting is accelerated due to the occurrence of certain events. The compensation expense related to awards granted under the 2014 Plan is based on the market price of the stock on the date the Board of Directors approves the grant and is amortized over the vesting period of the Restricted Stock award. As of December 31, 2014, 17,000 shares were granted of the 1,500,000 shares approved for grants under the 2014 Plan.

Directors' Plan

The Director's Plan, with 300,000 shares registered for future grants, provides that vesting occurs pursuant to the time period specified in the particular award agreement approved for that issuance of RSUs, which is not less than one year unless vesting is accelerated due to the occurrence of certain events. In May 2014, 16,360 shares were granted to non-employee directors in the form of RSUs. The vesting of these awards was accelerated and occurred on December 16, 2014 following approval by the Company's Board of Directors. The compensation expense related to awards granted under the Directors' Plan is based on the market price of the stock on the date the Board of Directors approves the grant and was amortized over the accelerated vesting period. As of December 31, 2014, 16,360 shares were granted of the 300,000 shares approved for grants under the Directors' Plan.

2004 Plan

Under the 2004 Plan, as amended, the Company granted incentives (including stock options and restricted stock awards) for up to 2,680,000 shares of the Company’s common stock to salaried, full time employees, including executive officers. The term of each award generally was determined by the committee of the Board of Directors charged with administering the 2004 Plan. Under the terms of the 2004 Plan, any options granted were non-qualified stock options, exercisable within ten years and had an exercise price of not less than the fair value of the Company’s common stock on the date of the grant. As of December 31, 2014, no stock options and 278,900 unvested restricted stock shares (net of forfeitures) remained under the 2004 Plan. As of December 31, 2014, no restricted stock awards were available for future grants under the 2004 Plan.

In connection with the Reorganization, the 2004 Plan was amended to provide for grants in the form of RSUs. The awards entitle participants to receive shares of stock following the end of a 5-year vesting period. Full or pro-rata accelerated vesting generally might occur upon a "change in the ownership" of the Company or the subsidiary for which a participant performed services, a "change in effective control" of the Company or a "change in the ownership of a substantial portion of the assets" of the Company (in each case, generally as defined in the Treasury regulations under Section 409A of the Internal Revenue Code), or if employment of a participant is terminated as a result of death, disability, retirement or termination without cause. Participants have no voting of dividend rights under the awards that were granted; however, the awards provide for payment of dividend equivalents when dividends are paid to stockholders. As of December 31, 2014, 396,288 unvested RSUs remained under the 2004 Plan. As of December 31, 2014, no RSU awards were available for future grants under the 2004 Plan.

On August 8, 2013, the Board of Directors approved modification of certain provisions related to vesting for all restricted stock and restricted unit awards that were awarded under the 2004 Plan. The modifications provided that a pro-rata portion of each restricted stock and RSU award granted under the 2004 Plan would, in addition to vesting in accordance with the terms previously provided therein, vest with respect to a pro-rata portion of such grant, upon the occurrence of the Employment Agreement Change in Control. The modification applies to all employee restricted stock awards and RSU holders, not just executive officers. The modification also provided that all restricted stock awards and RSUs previously awarded to employees shall vest, to the maximum extent provided under the terms of the prior restricted stock award and RSU award guidelines, upon the termination of employment by the Company without Cause.

Directors' Option Plan

Under the Directors' Option Plan, each non-employee or "outside" director of the Company received on the day after each annual meeting of stockholders an option to purchase 2,000 shares of the Company’s common stock at a price equal to the fair market value of the Company’s common stock on such date. The fair value of each option was estimated on the date of the grant using the Black-Scholes option-pricing model. Options became exercisable on the 184th day following the date of grant and expired no later than ten years after the date of grant. Subject to certain adjustments, a total of 180,000 shares were reserved for annual grants under the plan. The Directors' Option Plan expired in 2006 and, as of December 31, 2014, no stock options were available for future grants under the Directors' Option Plan. At December 31, 2014, 4,000 unexercised stock options remained under the Directors’ Option Plan.

Directors’ Stock Plan

Under the Directors’ Stock Plan, which was approved by stockholders at the 2006 annual meeting, as amended, the Company could grant incentives for up to 175,000 shares of the Company’s common stock to outside directors. The plan allowed for grants to be made on the first business day following the date of each annual meeting of stockholders, whereby each non-employee director was awarded restricted stock with a fair market value as determined on the first business day following the annual meeting. The shares awarded became fully vested upon the occurrence of one of the following events (1) the third anniversary of the award date, (2) the death of the director, or (3) a change in control, as defined in the Plan. The Human Resources and Compensation Committee ("HRCC") could allow accelerated vesting in the event of specified terminations.

In connection with the Reorganization, the Directors’ Stock Plan was amended to provide for grants in the form of RSUs instead of restricted stock. As of December 31, 2014, 106,923 restricted stock awards (vested and nonvested, net of forfeitures) had been granted under the Directors’ Stock Plan. The awards entitle participants to receive shares of stock following the end of a 3-year vesting period. Participants have no voting or dividend rights under the awards that were granted; however, the awards provide for payment of dividend equivalents when dividends are paid to stockholders. As of December 31, 2014, 54,694 RSUs had been granted under the Directors’ Stock Plan and, by approval of the Company's Board of Directors on December 16, 2014, the vesting of all of the 54,694 RSUs was accelerated and occurred on that date. As of December 31, 2014, no awards were available for future grants under the Directors’ Stock Plan.

A summary of the status of stock options awarded under the Company’s equity-based compensation plans as of December 31, 2014 and 2013 is presented below:



	Year Ended December 31,
	2014			2013
	Shares	Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	10,000	$	9.91	20,000		$	9.30
Granted	—	—		—		—
Canceled/Forfeited	—	—		(10,000	)	8.69
Exercised	6,000	9.54		—		—
Outstanding at end of year	4,000	$	10.45	10,000		$	9.91

At December 31, 2014, the aggregate intrinsic value of stock options outstanding and exercisable was $23. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s average closing stock price on the last ten trading days of the related fiscal period and the exercise price, multiplied by the number of related in-the-money options) that would have been received by the option holders had they exercised their options at the end of the period. This amount changes based on the market value of the Company’s common stock.

Restricted Stock. A summary of the status of restricted stock awarded under the Company’s equity-based compensation plans at December 31, 2014 and 2013 and changes during the periods then ended is presented below:



	Year Ended December 31,
	2014				2013
	Shares		Weighted Average Grant-Date Fair Value		Shares		Weighted Average Grant-Date Fair Value
Non vested balance at beginning of year	569,296		$	5.26	933,887		$	6.22
Granted	58,669		4.42		60,805		4.88
Forfeited	(206,282	)	4.59		(181,687	)	5.11
Vested	(142,783	)	3.87		(243,709	)	8.95
Non vested balance at end of year	278,900		$	6.28	569,296		$	5.26

During the years ended December 31, 2014 and 2013, the total fair value of restricted stock awards vested was $552 and $2,182, respectively. As of December 31, 2014 there was $403 of total unrecognized compensation costs related to stock awards. These costs are expected to be recognized over a weighted average period of approximately 1.2 years.

Restricted Stock Units. A summary of the status of RSUs awarded under the Company’s equity-based compensation plans at December 31, 2014 and 2013 is presented below.



	Year Ended December 31,
	2014				2013
	Units		Weighted Average Grant-Date Fair Value		Units		Weighted Average Grant-Date Fair Value
Non vested balance at beginning of year	371,502		$	4.34	423,264		$	4.29
Granted	247,463		5.83		33,822		5.13
Forfeited	(135,104	)	4.60		(71,223	)	4.31
Vested	(70,573	)	3.22		(14,361	)	5.07
Non vested balance at end of year	413,288		$	5.09	371,502		$	4.34

During the years ended December 31, 2014 and 2013, the total fair value of RSU awards vested was $227 and $72, respectively. As of December 31, 2014 there was $1,450 of total unrecognized compensation costs related to RSU awards. These costs are expected to be recognized over a weighted average period of approximately 3.6 years.

Annual Cash Incentive Plan. In December 2011, the HRCC recommended and the Board of Directors approved the adoption of a new annual cash incentive plan. This plan was amended and restated in December 2012 and applied to 2012 and subsequent years through 2013 ("2012 Cash Incentive Program"). For certain senior executives of the Company, the 2012 Cash Incentive Program functioned similarly to the prior modified economic profit ("MEP") program. For other eligible participants, 50 percent of the target award was based on improvement in MEP and the remaining 50 percent was based on attainment of individual performance goals. No incentive compensation was payable if growth was less than 50 percent of target. If growth in MEP ranged between 50 percent and 100 percent of target, an equivalent percentage of targeted bonus that was based on MEP was paid. If growth in MEP was over 100 percent of target, then an equivalent percentage of targeted MEP bonus was paid, but no bonus was paid in excess of 125 percent and the HRCC had discretion to limit the payout to 100 percent where growth in MEP over target ranged from 100 percent to 125 percent. MEP improvement in excess of 100 percent that was not paid, if any, was carried over to the next plan year and was added to the growth in MEP for the following year to determine the amount of incentive compensation payable with respect to that year, unless the HRCC decided to carry over a lesser, or no, amount.

In the final month of each plan year, the HRCC could use projections of MEP and MEP growth performance to determine estimated annual incentive compensation payments to participants where the HRCC wished to make a 90 percent payment in such final month (a "December Payment"). After the financial results for the plan year were available, the annual incentive compensation payment of those participants who received a December Payment was calculated and a true-up payment for any remainder was paid. In the event that a December Payment was in excess of the finally determined amount of actual incentive compensation, the participant was required to pay to the Company the amount of such excess payment within 15 days of the Company’s demand and the Company could elect to set-off any amount it otherwise owed to the participant by the amount of such excess.

Effective January 1, 2014, the Company adopted a new Short-Term Incentive Plan (the "STI Plan") to replace the 2012 Cash Incentive Program. The STI Plan is designed to motivate and retain the Company's officers and employees and tie their short-term incentive compensation to achievement of certain profitability goals by the Company. Pursuant to the STI Plan, short-term incentive compensation is dependent on the achievement of certain performance metrics by the Company, established by the Board of Directors. Each performance metric is calculated in accordance with the rules approved by the HRCC and the HRCC may adjust the results to eliminate unusual items. For the year ended December 31, 2014, such performance metrics were operating income (loss) (60 percent weighting), EBITDA (20 percent weighting), and cash earnings (loss) per share (20 percent weighting). Operating income (loss) is defined as reported GAAP operating income (loss) adjusted for certain discretionary items as determined by the Company's management ("adjusted operating income (loss)"). Adjusted operating income (loss) is detailed in Item 7. Management's Discussion and Analysis - Year Ended December 31, 2014 Compared To December 31, 2013 - Reconciliation Of Key Financial Metrics For Discretionary Items. EBITDA and cash earnings (loss) per share are detailed in our Proxy Statement. The HRCC determines the officers and employees eligible to participate under the STI Plan for the plan year as well as the target annual incentive compensation for each participant for each plan year.

In the final month of each plan year, the HRCC may use projections of the performance metrics for such plan year to determine estimated annual incentive compensation payments where the Human Resources and Compensation Committee wishes to make a 90 percent payment thereon in the final month of such plan year (a "December Payment"). After the financial results for the plan year are available, the annual incentive compensation payment of those participants who received December Payments shall be determined, and any unpaid amount thereof (net of the December Payment) shall be calculated (a "Remainder Payment"). In the event that a December Payment is in excess of the finally determined amount of actual incentive compensation, the participant shall be promptly notified thereof and the participant shall pay to the Company the amount of such excess payment within 15 days of the Company’s demand (or the Company may set-off any amount it otherwise owes to participant by the amount of such excess payment, at its election).

For the years ended December 31, 2014 and 2013, there was no December Payment related to the Annual Cash Incentive Plans and amounts expensed under the plans totaled $3,166 and $3,111, for the years ended December 31, 2014 and 2013, respectively.