Stock-Based Compensation

General

Compensation expense for stock-based awards for the years ended December 31, 2014, 2013 and 2012 was $21.5 million, $51.8 million and $33.5 million, respectively, and is included in general and administrative expense in the Consolidated Statement of Operations.

For the years ended December 31, 2014 and 2013, the Company realized $(1.4) million and $18.9 million tax (expense) benefit related to the federal tax deduction in excess of book compensation cost for employee stock-based compensation. The Company is able to recognize tax benefits only to the extent they reduce the Company's income taxes payable. There were no excess tax benefits recorded for the year ended December 31, 2012 as the Company was in a net operating loss position for federal income tax purposes.

Restricted Stock Awards

Restricted stock awards are granted from time to time to employees of the Company. The fair value of restricted stock grants under the 2004 Incentive Plan is based on the average of the high and low stock price on the grant date and the fair value of restricted stock grants under the the 2014 Incentive Plan (approved by shareholders on May 1, 2014) is based on the closing stock price on the grant date. Restricted stock awards generally vest either at the end of a three year service period or on a graded or graduated vesting basis at each anniversary date over a 3 or 4 year service period.

For awards that vest at the end of the service period, expense is recognized ratably using a straight-line approach over the service period. Under the graded or graduated approach, the Company recognizes compensation cost ratably over the requisite service period, as applicable, for each separately vesting tranche as though the awards are, in substance, multiple awards. For all restricted stock awards, vesting is dependent upon the employees' continued service with the Company, with the exception of employment termination due to death, disability or retirement. The Company accelerates the vesting period for retirement-eligible employees for purposes of recognizing compensation expense in accordance with the vesting provisions of the Company's stock-based compensation programs.

The Company used an annual forfeiture rate assumption ranging from 5.0% to 7.0% for purposes of recognizing stock-based compensation expense for restricted stock awards. The annual forfeiture rates were based on the Company's actual forfeiture history for this type of award to various employee groups.

The following table is a summary of restricted stock award activity:



	Year Ended December 31,
	2014				2013				2012
	Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share
Outstanding at beginning of period	27,806		$	20.53	71,508		$	11.82	476,388		$	9.18
Granted	47,500		34.76		7,200		35.70		13,100		18.42
Vested	(17,437	)	15.84		(50,902	)	10.44		(402,800	)	9.03
Forfeited	(8,000	)	35.00		—		—		(15,180	)	8.80
Outstanding at end of period⁽¹⁾⁽²⁾	49,869		$	33.40	27,806		$	20.53	71,508		$	11.82

_______________________________________________________________________________


(1)	As of December 31, 2014, the aggregate intrinsic value was $1.5 million and was calculated by multiplying the closing market price of the Company's stock on December 31, 2014 by the number of non-vested restricted stock awards outstanding.


(2)	As of December 31, 2014, the weighted average remaining contractual term of non-vested restricted stock awards outstanding was 1.9 years.

Compensation expense recorded for all restricted stock awards for the years ended December 31, 2014, 2013 and 2012 was $1.0 million, $0.2 million and $1.1 million, respectively. Unamortized expense as of December 31, 2014 for all outstanding restricted stock awards was $0.8 million and will be recognized over the next year.

The total fair value of restricted stock awards that vested during 2014, 2013 and 2012 was $0.6 million, $1.6 million and $3.6 million, respectively.

Restricted Stock Units

Restricted stock units are granted from time to time to non-employee directors of the Company. The fair value of the restricted stock units granted under the 2004 Incentive Plan is based on the average of the high and low stock price on the grant date and the fair value of restricted stock units granted under the the 2014 Incentive Plan (approved by shareholders on May 1, 2014) is based on the closing stock price on the grant date. These units vest immediately and compensation expense is recorded immediately. Restricted stock units are issued when the director ceases to be a director of the Company.

The following table is a summary of restricted stock unit activity:



	Year Ended December 31,
	2014			2013			2012
	Shares	Weighted- Average Grant Date Fair Value per Share		Shares	Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share
Outstanding at beginning of period	566,321	$	10.75	515,468	$	9.10	687,308		$	7.88
Granted and fully vested	37,893	38.28		50,853	27.53		76,608		18.28
Issued	—	—		—	—		(248,448	)	8.56
Forfeited	—	—		—	—		—		—
Outstanding at end of period⁽¹⁾⁽²⁾	604,214	$	12.48	566,321	$	10.75	515,468		$	9.10

_______________________________________________________________________________


(1)	As of December 31, 2014, the aggregate intrinsic value was $17.9 million and was calculated by multiplying the closing market price of the Company's stock on December 31, 2014 by the number of outstanding restricted stock units.


(2)	Due to the immediate vesting of the units and the unknown term of each director, the weighted-average remaining contractual term in years has not been provided.

Compensation expense recorded for all restricted stock units for the years ended December 31, 2014, 2013 and 2012 was $1.5 million, $1.4 million and $1.4 million, respectively, which reflects the total fair value of these units.

Stock Appreciation Rights

Stock appreciation rights (SARs) allow the employee to receive any intrinsic value over the grant date market price that may result from the price appreciation of the common shares granted. All of these awards have graded-vesting features and vest over a service period of three years, with one-third of the award becoming exercisable each year on the anniversary date of the grant and have a contractual term of seven years.

The following table is a summary of SAR activity:



	Year Ended December 31,
	2014			2013				2012
	Shares	Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Outstanding at beginning of period	667,764	$	12.63	1,722,444		$	9.75	2,576,260		$	8.02
Granted	—	—		—		—		240,884		17.59
Exercised	—	—		(1,054,680	)	7.92		(1,094,700	)	7.42
Forfeited or expired	—	—		—		—		—		—
Outstanding at end of period⁽¹⁾	667,764	$	12.63	667,764		$	12.63	1,722,444		$	9.75
Exercisable at end of period⁽²⁾	590,960	$	11.98	386,582		$	11.33	1,145,972		$	7.97

_______________________________________________________________________________


(1)	The intrinsic value of a SAR is the amount which the current market value of the underlying stock exceeds the exercise price of the SAR. As of December 31, 2014, the aggregate intrinsic value and weighted-average remaining contractual term of SARs outstanding was $11.3 million and 3.3 years, respectively.


(2)	As of December 31, 2014, the aggregate intrinsic value and weighted-average remaining contractual term of SARs exercisable was $10.4 million and 3.2 years, respectively.

Compensation expense recorded for all outstanding SARs for the years ended December 31, 2014, 2013 and 2012 was $0.1 million, $0.3 million and $1.9 million, respectively. In 2012 there was $1.2 million related to the immediate expensing of shares granted to retirement-eligible employees. As of December 31, 2014, there was no remaining unamortized expense to be recognized for the outstanding SARs.

The Company calculates the fair value of SARs using the Black-Scholes model. The assumptions used in the Black-Scholes calculation on the date of grant for SARs are as follows:



	Year Ended December 31, 2012
Weighted-average value per SAR granted during the period	$	8.16
Assumptions
Stock price volatility	55.3		%
Risk free rate of return	0.9		%
Expected dividend yield	0.3		%
Expected term (in years)	5.0

The expected term was derived by reviewing minimum and maximum expected term outputs from the Black-Scholes model based on award type and employee type. This term represents the period of time that awards granted are expected to be outstanding. The stock price volatility was calculated using historical closing stock price data for the Company for the period associated with the expected term through the grant date of each award. The risk free rate of return percentages are based on the continuously compounded equivalent of the U.S. Treasury (Nominal 10) within the expected term as measured on the grant date. The expected dividend percentage assumes that the Company will continue to pay a consistent level of dividend each quarter.

Performance Share Awards

The Company grants three types of performance share awards: two based on performance conditions measured against the Company's internal performance metrics (Employee Performance Share Awards and Hybrid Performance Share Awards) and one based on market conditions measured based on the Company's performance relative to a predetermined peer group (TSR Performance Share Awards). The performance period for these awards commences on January 1 of the respective year in which the award was granted and extends over a three-year performance period. For all performance share awards, the Company used an annual forfeiture rate assumption ranging from 0% to 6% for purposes of recognizing stock-based compensation expense for its performance share awards.

Performance Share Awards Based on Internal Performance Metrics

The fair value of performance award grants based on internal performance metrics is based on the average of the high and low stock price on the grant date and represents the right to receive up to 100% of the award in shares of common stock.

Employee Performance Share Awards. The Employee Performance Share Awards vest at the end of the three-year performance period. An employee will earn one-third of the award for each of the three performance metrics that the Company meets. These performance metrics are set by the Company's Compensation Committee and are based on the Company's average production, average finding costs and average reserve replacement over a three-year performance period. Based on the Company's probability assessment at December 31, 2014, it is considered probable that all of the criteria for these awards will be met.

The following table is a summary of activity for Employee Performance Share Awards:



	Year Ended December 31,
	2014				2013				2012
	Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share
Outstanding at beginning of period	1,657,980		$	16.25	1,919,640		$	12.27	2,627,900		$	8.12
Granted	241,130		39.43		379,540		26.62		567,360		17.59
Issued and fully vested	(751,780	)	10.19		(610,960	)	10.13		(1,189,920	)	5.66
Forfeited	(58,370	)	23.57		(30,240	)	17.06		(85,700	)	12.11
Outstanding at end of period	1,088,960		$	25.18	1,657,980		$	16.25	1,919,640		$	12.27

Hybrid Performance Share Awards. The Hybrid Performance Share Awards have a three-year graded performance period. The 2014 and the 2013 awards vest 25% on each of the first and second anniversary dates and 50% on the third anniversary and the 2012 awards vest one-third on each anniversary date, provided that the Company has $100 million or more of operating cash flow for the year preceding the vesting date, as set by the Company's Compensation Committee. If the Company does not meet the performance metric for the applicable period, then the portion of the performance shares that would have been issued on that anniversary date will be forfeited. Based on the Company's probability assessment at December 31, 2014, it is considered probable that the criteria for these awards will be met.

The following table is a summary of activity for the Hybrid Performance Share Awards:



	Year Ended December 31,
	2014				2013				2012
	Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share		Shares		Weighted- Average Grant Date Fair Value per Share
Outstanding at beginning of period	450,212		$	18.96	592,162		$	13.11	759,328		$	9.16
Granted	123,257		39.43		169,980		26.62		234,922		17.59
Issued and fully vested	(244,408	)	15.41		(311,930	)	12.03		(402,088	)	8.27
Forfeited	—		—		—		—		—		—
Outstanding at end of period	329,061		$	29.27	450,212		$	18.96	592,162		$	13.11

Performance Share Awards Based on Market Conditions

These awards have both an equity and liability component, with the right to receive up to the first 100% of the award in shares of common stock and the right to receive up to an additional 100% of the value of the award in excess of the equity component in cash. The equity portion of these awards is valued on the grant date and is not marked to market, while the liability portion of the awards is valued as of the end of each reporting period on a mark-to-market basis. The Company calculates the fair value of the equity and liability portions of the awards using a Monte Carlo simulation model.

TSR Performance Share Awards. The TSR Performance Share Awards granted are earned, or not earned, based on the comparative performance of the Company's common stock measured against a predetermined group of companies in the Company's peer group over a three-year performance period.

The following table is a summary of activity for the TSR Performance Share Awards:



	Year Ended December 31,
	2014				2013			2012
	Shares		Weighted- Average Grant Date Fair Value per Share⁽¹⁾		Shares	Weighted- Average Grant Date Fair Value per Share⁽¹⁾		Shares		Weighted- Average Grant Date Fair Value per Share⁽¹⁾
Outstanding at beginning of period	860,686		$	14.06	605,706	$	10.27	1,495,904		$	6.07
Granted	184,885		32.04		254,980	23.06		234,922		14.16
Issued and fully vested	(370,784	)	7.81		—	—		(1,125,120	)	5.49
Forfeited	—		—		—	—		—		—
Outstanding at end of period	674,787		$	22.42	860,686	$	14.06	605,706		$	10.27

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(1) The grant date fair value figures in this table represent the fair value of the equity component of the performance

share awards.

The non-current portion of the liability for the TSR Performance Share Awards, included in other liabilities in the Consolidated Balance Sheet at December 31, 2014 and 2013, was $4.0 million and $7.8 million, respectively. The current portion of the liability, included in accrued liabilities in the Consolidated Balance Sheet at December 31, 2014 and 2013 was $7.0 million and $14.3 million, respectively. The Company made cash payments of $7.0 million and $18.4 million, for the years ended December 31, 2014 and 2012, respectively. There was not a cash payout associated with the TSR Performance Share Awards during 2013.

The following assumptions were used to determine the grant date fair value of the equity component of the TSR Performance Share Awards for the respective periods:



	Year Ended December 31,
	2014			2013			2012
Fair value per performance share award granted during the period	$	32.04		$	23.06		$	14.16
Assumptions
Stock price volatility	41.3		%	43.8		%	46.7		%
Risk free rate of return	0.7		%	0.4		%	0.4		%
Expected dividend yield	0.2		%	0.2		%	0.2		%

The following assumptions were used to determine the fair value of the liability component of the TSR Performance Share Awards for the respective periods:



	December 31,
	2014	2013	2012
Fair value per performance share award at the end of the period	$12.88 - $29.72	$23.96 - $38.61	$19.11 - $24.76
Assumptions
Stock price volatility	29.1% - 29.7%	30.2% - 35.9%	41.1% - 45.7%
Risk free rate of return	0.3% - 0.7%	0.1% - 0.4%	0.2% - 0.3%
Expected dividend yield	0.3%	0.2%	0.2%

The stock price volatility was calculated using historical closing stock price data for the Company for the period associated with the expected term through the grant date of each award. The risk free rate of return percentages are based on the continuously compounded equivalent of the U.S. Treasury (Nominal 10) within the expected term as measured on the grant date. The expected dividend percentage assumes that the Company will continue to pay a consistent level of dividend each quarter.

Other Information

Compensation expense recorded for both the equity and liability components of all performance share awards for the years ended December 31, 2014, 2013 and 2012 was $20.8 million, $30.9 million and $24.6 million, respectively. Total unamortized compensation expense related to the equity component of performance shares at December 31, 2014 was $18.2 million and will be recognized over the next 1.9 years.

As of December 31, 2014, the aggregate intrinsic value for all performance share awards was $62.0 million and was calculated by multiplying the closing market price of the Company's stock on December 31, 2014 by the number of unvested performance share awards outstanding. As of December 31, 2014, the weighted average remaining contractual term of unvested performance share awards outstanding was approximately 0.9 years.

On December 31, 2014, the performance period ended for two types of performance share awards that were granted in 2012. For the Employee Performance Share Awards, the calculation of the three-year average of the three internal performance metrics was completed in the first quarter of 2015 and was certified by the Compensation Committee in February 2015. As the Company achieved the three performance metrics, 504,620 shares with a grant date fair value of $8.9 million were issued in February 2015. For the TSR Performance Share Awards, 234,922 shares with a grant date fair value of $3.3 million were issued, in addition to a cash payment of $7.0 million, based on the Company's ranking relative to a predetermined peer group. The calculation of the award payout was certified by the Compensation Committee on January 2, 2015.

Supplemental Employee Incentive Plan

The Supplemental Employee Incentive Plan (the Plan) adopted by the Company's Board of Directors is intended to provide a compensation tool tied to stock market value creation to serve as an incentive and retention vehicle for full-time, non-officer employees by providing for cash payments in the event the Company's common stock reaches a specified trading price. The Compensation Committee can increase any of the payments as applied to any employee if desired. Any deferred portion will only be paid if the participant is employed by the Company, or has terminated employment by reason of retirement, death or disability (as provided in the Plan). Payments are subject to certain other restrictions contained in the Plan.

The Plan currently provides for a payout if the closing price per share of the Company's common stock for any 20 trading days out of any 60 days consecutive trading days equals or exceeds an interim price goal per share within two years of the effective date of the plan (interim trigger date) or a final price goal per share within four years of the effective date of the plan (final trigger date). Under the Plan and upon approval by the Compensation Committee, each eligible employee may receive a distribution of 20% of base salary if the interim trigger is met or 50% of base salary if the final trigger is met (or an incremental 30% of base salary if the interim trigger was previously achieved). In accordance with the Plan, in the event either the interim or final trigger date occurs within the first 30 months from the effective date, 25% of the total distribution will be paid immediately and the remaining 75% will be deferred and paid at a future date as described in the Plan. For final trigger dates occurring during the last 18 months but before the end of the Plan, total distribution will be paid immediately.

The Plan is accounted for as a liability award under the authoritative accounting guidance for stock-based compensation and is valued as of the end of each reporting period on a mark-to-market basis using a Monte Carlo simulation model. In addition to the expected value of plan payouts, the simulation technique also generates an expected trigger date for the two types of payments made under this plan, which is used to determine the requisite service period. The Company recognized compensation expense of $3.0 million, $11.5 million and $1.4 million for years ended December 31, 2014, 2013 and 2012, respectively, related to the Plan. The Company made payments under the Plan of $13.0 million and $4.5 million for years ended December 31, 2014 and 2013, respectively. There were no payments made under the Plan for the year ended December 31, 2012.

SEIP II. Supplemental Employee Incentive Plan II (SEIP II) expired on June 30, 2012 and there were no amounts paid under the expired plan.

SEIP III. On May 1, 2012, the Company's Board of Directors adopted the Supplemental Employee Incentive Plan III (SEIP III) to replace the SEIP II with an effective date of July 1, 2013. The SEIP III provides for a payout under the Plan if the closing price per share of the Company's common stock equals or exceeds the price goal of $25.00 per share by June 30, 2014 (interim trigger date) or $37.50 per share by June 30, 2016 (final trigger date).

On February 11, 2013, the Company achieved the price goal of $25.00 per share prior to the interim trigger date. Accordingly, a total distribution of approximately $6.8 million was earned by the Company's eligible employees under the Plan, of which 25% of the total distribution, or $1.7 million, was paid in February 2013 and the remaining 75%, or $4.9 million, was paid in August 2014 in accordance with the SEIP III.

On August 27, 2013, the Company achieved the price goal of $37.50 per share prior to the final trigger date. Accordingly, a total distribution of approximately $11.1 million was earned by the Company's eligible employees under the Plan, of which 25% of the total distribution, or $2.8 million, was paid in September 2013 and the remaining 75%, or $8.1 million, was paid in August 2014 in accordance with the SEIP III.

SEIP IV. On September 19, 2013, the Company's Board of Directors adopted the Supplemental Employee Incentive Plan IV (SEIP IV) to replace the SEIP III with an effective date of October 1, 2013. The SEIP IV provides for a payout under the Plan if the closing price per share of the Company's common stock equals or exceeds the price goal of $55.00 per share by September 30, 2015 (interim trigger date) or $80.00 per share by September 30, 2017 (final trigger date).

The following assumptions were used to determine the fair value of the SEIP III and SEIP IV liabilities at the end of the respective periods:



	December 31,
	2014		2013		2012
Valuation Assumptions
Stock price volatility	33.4	%	38.0	%	39.5	%
Risk free rate of return	1.0	%	1.1	%	0.5	%
Annual salary increase rate	4.0	%	4.0	%	4.0	%
Annual turnover rate	4.6	%	4.6	%	6.1	%

Deferred Performance Shares

As of December 31, 2014, 534,174 shares of the Company's common stock representing vested performance share awards were deferred into the deferred compensation plan. No shares were sold out of the plan in 2014. During 2014, a decrease to the deferred compensation liability of $4.3 million was recognized, representing a decrease in the Company's common stock held in the rabbi trust from December 31, 2013 to December 31, 2014. The decrease in compensation expense was included in general and administrative expense in the Consolidated Statement of Operations.