

NOTE 9:	EMPLOYEE BENEFIT PLANS

401(k) Plans. The Company has established 401(k) plans covering all employees after certain eligibility requirements are met. Amounts charged to operations for employer contributions related to the plans totaled $1,097, $1,032, and $1,029 for 2016, 2015, and 2014, respectively.

Pension Benefits. The Company and its subsidiaries provided defined retirement benefits to certain employees covered under collective bargaining agreements. Under the collective bargaining agreements, the Company’s pension funding contributions were determined as a percentage of wages paid. The funding was divided between the defined benefit plans and a union 401(k) plan. It was management’s policy to fund the defined benefit plans in accordance with the collective bargaining agreements. The collective bargaining agreements allowed the plans’ trustees to develop changes to the pension plans to allow benefits to match funding, including reductions in benefits. The benefits under these pension plans were based upon years of qualified credited service; however, benefit accruals under the defined benefit plans were frozen in 2009. In April 2015, the Company received approval from the Pension Benefit Guaranty Corporation to terminate the pension plans for employees covered under collective bargaining agreements. The funding by the Company to terminate the plans was $741 and was recognized when the pension plan settlement was fully executed, in the quarter ended June 30, 2015.

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, 2016 the plan covered 196 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 (27 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.

On October 8, 2015, The Society of Actuaries released an updated mortality improvement scale for pension plans that incorporates two additional years of Social Security mortality data that have been recently released. The updated scale - MP-2015 - reflects a trend toward somewhat smaller improvements in longevity. 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, 2015.

The Company’s measurement date is December 31. The Company expects to contribute approximately $520, net of $18 of Medicare Part D subsidy receipts, to the plan in 2017.

The status of the Company’s plans at December 31, 2016, 2015, and 2014 was as follows:



	Pension Benefit Plans							Post-Employment Benefit Plan
	December 31,							December 31,
	2015			^(a)	2014			2016			2015			2014
Change in benefit obligation:
Beginning of year	$	2,016			$	2,190		$	4,681		$	4,926		$	4,827
Service cost	—				—			36			51			72
Interest cost	36				87			142			141			149
Actuarial loss (gain)	(9		)		35			(297		)	45			1,632
Negative plan amendment benefit	—				—			—			—			(1,183		)
Benefits paid	(2,043		)		(296		)	(456		)	(482		)	(571		)
Benefit obligation at end of year	$	—			$	2,016		$	4,106		$	4,681		$	4,926

^(a) The Company's pension benefit plans were terminated and paid as of June 2015.

The following table shows the change in plan assets:



	Pension Benefit Plans
	December 31,
	2015			^(a)
Fair value of plan assets at beginning of year	$	1,300
Actual return on plan assets	2
Employer contributions	741
Benefits paid	(2,043		)
Fair value of plan assets at end of year	$	—

^(a) The Company's pension benefit plans were terminated and paid as of June 2015.

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,
	2015	^(a)	2016	2015
Discount rate	3.65%		3.15%	3.20%
Measurement date	December 31, 2015^(b)		December 31, 2016	December 31, 2015


^(a)	The Company's pension benefit plans were terminated and paid as of June 2015.


^(b)	The measurement date was June 30, 2015 for termination liabilities in 2015.

Assumptions used to determine net benefit cost for 2016, 2015, and 2014 were:



	Pension Benefit Plans					Post-Employment Benefit Plan
	Year Ended December 31,					Year Ended December 31,
	2015		^(a)	2014		2016		2015		2014
Expected return on Assets	7.00	%		7.00	%	—		—		—
Discount rate	3.58	%		4.11	%	3.20	%	2.99	%	3.95 / 3.39%	(b)
Average compensation increase	n/a			n/a		n/a		n/a		n/a


^(a)	The Company's pension benefit plans were terminated and paid as of June 2015.


^(b)	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 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. Prior to the plans' termination, the discount rate allowed the Company to estimate what it would cost to settle pension obligations as of the measurement date.

In determining the expected rate of return on assets, the Company considers its historical experience in the plan's 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,
	2015			^(a)	2014			2016			2015			2014
Service cost	$	—			$	—		$	36		$	51		$	72
Interest cost	36				87			142			141			149
Expected return on assets	(45		)		(104		)	—			—			—
Amortization of prior service cost	—				—			(338		)	(338		)	(369		)
Recognized net actuarial loss	25				21			269			278			18
Settlement losses	414				50			—			—			—
Net benefit cost	$	430			$	54		$	109		$	132		$	(130	)


^(a)	The Company's pension benefit plans were terminated and paid as of June 2015.

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



	Pension Benefit Plans							Post-Employment Benefit Plan
	Year Ended December 31,							Year Ended December 31,
	2015			^(a)	2014			2016			2015			2014
Net actuarial (loss) gain	$	(35	)		$	(92	)	$	293		$	(35	)	$	(1,632	)
Settlement losses	414				50			—			—			—
Plan amendment and curtailment	—				—			—			—			1,183
Recognized net actuarial loss	25				20			269			278			18
Amortization of prior service cost	—				—			(338		)	(338		)	(369		)
Recognition of prior service cost due to curtailments	—				—			—			—			(52		)
Total other comprehensive income (loss), pre-tax	404				(22		)	224			(95		)	(852		)
Income tax expense (benefit)	160				(155		)	90			(41		)	(6		)
Total other comprehensive income (loss), net of tax	$	244			$	133		$	134		$	(54	)	$	(846	)


^(a)	The Company's pension benefit plans were terminated and paid as of June 2015.

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,
	2015		^(a)	2016			2015
Accrued expenses	$	—		$	(502	)	$	(545	)
Accrued retirement benefits	—			(3,604		)	(4,136		)
Net amount recognized	$	—		$	(4,106	)	$	(4,681	)


^(a)	The Company's pension benefit plans were terminated and paid as of June 2015.

The estimated amount that will be recognized from accumulated other comprehensive income (loss) into net periodic benefit cost during the year ended December 31, 2017 is as follows:



	Post-Employment Benefit Plan			^(a)
Actuarial net loss	$	(184	)
Net prior service credits	338
Net amount recognized	$	154


^(a)	The Company's pension benefit plans were terminated and paid as of June 2015.

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,
	2016						2015
	Group Plan		Lifetime Prescription Cost		Medicare Supplement		Group Plan		Lifetime Prescription Cost		Medicare Supplement
Health care cost trend rate	7.50	%	9.00	%	5.00	%	7.50	%	9.00	%	5.00	%
Ultimate trend rate	5.00	%	5.00	%	5.00	%	5.00	%	5.00	%	5.00	%
Year rate reaches ultimate trend rate	2023		2024		2017		2024		2025		2017

A one percentage point increase (decrease) in the assumed health care cost trend rate would have increased (decreased) the accumulated benefit obligation by $124 ($116) at December 31, 2016, and the service and interest cost would have increased (decreased) by $6 ($6) for the year ended December 31, 2016.

As of December 31, 2016, the following expected benefit payments (net of Medicare Part D subsidiary for Post-Employment Benefit Plan Payments), and the related expected subsidy receipts that reflect expected future service, as appropriate, are expected to be paid to plan participants:



	Post-Employment Benefit Plan				^(a)
	Expected Benefit Payments		Expected Subsidy Receipts
2017	$	520	$	18
2018	522		17
2019	534		15
2020	505		14
2021	479		13
2022-2026	1,509		44
Total	$	4,069	$	121


^(a)	The Company's pension benefit plans were terminated and paid as of June 2015.


^(b)	This expected pay out schedule considers the termination of the pension benefit plan during 2015.

Share-Based Compensation Plans. As of December 31, 2016, the Company was authorized to issue 40,000,000 shares of Common Stock and had a treasury share balance of 1,457,200 at December 31, 2016.

The Company currently has two active share-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. See a detail of activities in both plans below.

The Company’s share-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 Statements of Income for 2016, 2015, and 2014 reflect total share-based compensation costs and director fees for awarded grants of $2,402, $1,414, $930, respectively, related to these plans.

The Company elected to early adopt the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. The provision of this ASU related to share-based compensation award forfeitures had no impact on the Company’s beginning of year retained earnings and no impact for the 2016 year since it elected to continue to estimate forfeitures, rather than account for them as they occur (see Note 6 for additional detail related to the ASU No. 2016-09 adoption).

For long-term incentive awards to be granted in the form of RSUs in 2017 based on 2016 results, the Human Resources and Compensation Committee ("HRCC") determined that the grants would have performance conditions that would be based on the same performance metrics as the Short-Term Incentive Plan (the "STI Plan"). The performance metrics are operating income, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), and EPS. Because management determined at the beginning of 2016 that the performance metrics would most likely be met or exceeded, amortization of the estimated dollar pool of RSUs to be awarded based on 2016 results was started in the first quarter over an estimated 48 month period, including 12 months to the grant date and an additional 36 months to the vesting date. The Consolidated Statements of Income for 2016, 2015, and 2014 reflects share-based compensation costs for grants to be awarded of $317, $482, and $0, respectively.

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 ESPP plan is not active at this time.

Randall M. Schrick, the Company's Vice President of Production and Engineering, retired effective December 31, 2015. Mr. Schrick is providing consulting services to the Company, as needed, under the terms of a consulting agreement entered into with the Company on June 23, 2015, and amended on September 1, 2015 (the "Consulting Agreement"). The initial term of the Consulting Agreement is January 1, 2016, to December 31, 2018, and, under the Consulting Agreement, Mr. Schrick provides consulting with respect to such business matters as he previously provided services as an employee. During the term of the Consulting Agreement and for an eighteen month period thereafter, Mr. Schrick is subject to customary noncompetition, customer and supplier nonsolicitation and employee nonsolicitation restrictions. In recognition of Mr. Schrick's service, the Company elected to continue the vesting of his shares of Restricted Stock and RSUs on their original vesting schedules, which extend beyond Mr. Schrick's intended retirement date. The Company determined that Mr. Schrick's retirement announcement resulted in a modification of his unvested equity awards. Accordingly, the recognition of the remaining associated compensation expense of $195 was accelerated and fully recognized over the period beginning with the measurement date of the modification, June 23, 2015, through December 31, 2015, Mr. Schrick's retirement date. Associated compensation expense is reflected in Selling, general and administrative expenses on the Consolidated Statements of Income. Mr. Schrick's unvested awards on the modification date were 16,500 shares of Restricted Stock and 29,941 RSUs. Remaining at December 31, 2016 were 29,941 RSUs.

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. As of December 31, 2016, 236,069 RSUs had been granted of the 1,500,000 shares approved for 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 equity. As of December 31, 2016, 54,248 shares were granted of the 300,000 shares approved for grants under the Directors' Plan and all 54,248 shares were vested.

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, 2016, no stock options and no unvested restricted stock shares (net of forfeitures) remained outstanding under the 2004 Plan. As of December 31, 2016, no future grants can be made 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 five 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, 2016, 331,000 unvested RSUs remained under the 2004 Plan. As of December 31, 2016, 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 (as determined in the modification).

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 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. The awards entitled participants to receive shares of stock following the end of a three year vesting period. Participants had no voting or dividend rights under the awards that were granted; however, the awards provided for payment of dividend equivalents when dividends were paid to stockholders. By approval of the Company's Board of Directors on December 16, 2014, the vesting of all unvested RSUs was accelerated and occurred on that date. As of December 31, 2016, 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 share-based compensation plans for 2015 and 2014 is presented below:



	Year Ended December 31,
	2015			2014
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Outstanding at beginning of year	4,000	$	10.45	10,000	$	9.91
Granted	—	—		—	—
Canceled/Forfeited	—	—		—	—
Exercised	4,000	17.09		6,000	9.54
Outstanding at end of year	—	$	—	4,000	$	10.45

At December 31, 2016, the aggregate intrinsic value of stock options outstanding and exercisable was zero since there were no remaining stock options outstanding.

Restricted Stock. A summary of the status of restricted stock awarded under the Company’s share-based compensation plans for 2016, 2015, and 2014 is presented below:



	Year Ended December 31,
	2016				2015				2014
	Shares		Weighted Average Grant-Date Fair Value		Shares		Weighted Average Grant-Date Fair Value		Shares		Weighted Average Grant-Date Fair Value
Unvested balance at beginning of year	128,500		$	5.85	278,900		$	6.28	569,296		$	5.26
Granted	—		—		13,585		17.02		58,669		4.42
Forfeited	—		—		(30,800	)	6.27		(206,282	)	4.59
Vested	(128,500	)	5.85		(133,185	)	7.80		(142,783	)	3.87
Unvested balance at end of year	—		$	—	128,500		$	5.85	278,900		$	6.28

During 2016, 2015, and 2014, the total fair value of restricted stock awards vested was $752, $1,038, and $552, respectively. As of December 31, 2016 there was no unrecognized compensation costs related to restricted stock awards.

Restricted Stock Units. A summary of the status of RSUs awarded under the Company’s share-based compensation plans for 2016, 2015, and 2014 is presented below:



	Year Ended December 31,
	2016				2015				2014
	Units		Weighted Average Grant-Date Fair Value		Units		Weighted Average Grant-Date Fair Value		Units		Weighted Average Grant-Date Fair Value
Unvested balance at beginning of year	437,946		$	7.09	413,288		$	5.09	371,502		$	4.34
Granted	100,892		23.15		89,702		16.63		247,463		5.83
Forfeited	(11,352	)	11.55		(54,506	)	6.15		(135,104	)	4.60
Vested	—		—		(10,538	)	14.88		(70,573	)	3.22
Unvested balance at end of year	527,486		$	10.17	437,946		$	7.09	413,288		$	5.09

During 2016, 2015, and 2014 the total fair value of RSU awards vested was $0, $157 and $227, respectively. As of December 31, 2016 there was $1,879 of total estimated unrecognized compensation costs (net of estimated forfeitures) related to RSU awards. These costs are expected to be recognized over a weighted average period of approximately 1.7 years.

Annual Cash Incentive Plan. Effective January 1, 2014, the Company adopted a new STI Plan to replace its 2012 Cash Incentive Program. The STI Plan is designed to motivate and retain the Company's officers and employees and tie 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, which may adjust the results to eliminate unusual items. For 2016, the performance metrics were operating income, EBITDA, and EPS. For 2015, the performance metrics were operating income, barreled distillate put away, and ICP equity. For 2014, the performance metrics were operating income, EBITDA, and EPS. Operating income for the performance metric was defined as reported GAAP operating income adjusted for certain discretionary items as determined by the Company's management ("adjusted operating income"). For 2014, adjusted operating income was determined to be operating income less insurance recoveries for property damage, net of the book value of property loss, received during the year. EBITDA and EPS were detailed in the Company's Proxy Statement for the 2016 annual meeting of shareholders. 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.

Amounts expensed under the STI Plan totaled $3,394, $4,964, and $3,166 for 2016, 2015, and 2014, respectively.