Long-Term Incentive and Supplemental Executive Retirement Plans

Executive Officer Long-Term Incentive Plan (“LTIP”)

During the first quarter of 2015, the Company’s Board of Directors approved the 2015 LTIP pursuant to the 2011 Equity and Incentive Plan. The 2015 LTIP provides for a target award of 123,567 performance share units, which are equivalent to shares of common stock. The 2015 LTIP will use a long-term performance period of three years and measure the Company’s relative total stockholder return (“TSR”) and growth in revenues to determine the amount of performance shares earned at the end of the performance period, which is December 31, 2017. Half of the target amount of performance shares is earned by an executive officer if the Company’s TSR is at the 50th percentile of the performance of the compensation peer group as measured over the long-term performance period. If the Company’s relative TSR performance exceeds or falls below this target level, half of the target amount of performance shares earned by an executive officer is calculated such that it is reduced to zero at or below the 30th percentile level or increased to a maximum level of 200 percent at or above the 90th percentile level. The other half of the target amount of performance shares is earned if the Company’s revenue growth over the long-term performance period is 25 percent. If its revenue growth exceeds or falls below this target level, half of the target amount of performance shares earned by an executive officer is calculated such that it is reduced to zero for revenue growth at or below 15 percent or increased to a maximum level of 200 percent for revenue growth at or above 35 percent. There are incremental adjustments for the calculation of earned performance shares between these minimum and maximum levels of performance.

During 2014, the Company’s Board of Directors approved the 2014 LTIP pursuant to the 2011 Equity and Incentive Plan. The 2014 LTIP provides for a target award of 141,566 performance share units, which are equivalent to shares of common stock. The 2014 LTIP will use a long-term performance period of three years and measure the Company’s relative TSR and growth in revenues to determine the amount of performance shares earned at the end of the performance period, which is December 31, 2016. Half of the target amount of performance shares is earned by an executive officer if the Company’s TSR is at the 50th percentile of the compensation peer group’s performance as measured over the long-term performance period. If the Company’s relative TSR performance exceeds or falls below this target level, half of the target amount of performance shares earned by an executive officer is calculated such that it is reduced to zero at or below the 30th percentile level or increased to a maximum level of 200 percent at or above the 90th percentile level. The other half of the target amount of performance shares is earned if the Company’s revenue growth over the long-term performance period is 30 percent. If its revenue growth exceeds or falls below this target level, half of the target amount of performance shares earned by an executive officer is calculated such that it is reduced to zero for revenue growth at or below 20 percent or increased to a maximum level of 200 percent for revenue growth at or above 40 percent. There are incremental adjustments for the calculation of earned performance shares between these minimum and maximum levels of performance.

During 2013, the Company’s Board of Directors approved the 2013 LTIP pursuant to the 2011 Equity and Incentive Plan. The 2013 LTIP provides for a target award of 135,332 performance share units, which are equivalent to shares of common stock. The 2013 LTIP will use a long-term performance period of three years and measure the Company’s relative TSR and growth in revenues to determine the amount of performance shares earned at the end of the performance period, which is December 31, 2015. Half of the target amount of performance shares is earned by an executive officer if the Company’s TSR is at the 50th percentile of the compensation peer group’s performance as measured over the long-term performance period. If the Company’s relative TSR performance exceeds or falls below this target level, half of the target amount of performance shares earned by an executive officer is calculated such that it is reduced to zero at or below the 30th percentile level or increased to a maximum level of 200 percent at or above the 90th percentile level. The other half of the target amount of performance shares is earned if the Company’s revenue growth over the long-term performance period is 60 percent. If its revenue growth exceeds or falls below this target level, half of the target amount of performance shares earned by an executive officer is calculated such that it is reduced to zero for revenue growth at or below 45 percent or increased to a maximum level of 200 percent for revenue growth at or above 75 percent. There are incremental adjustments for the calculation of earned performance shares between these minimum and maximum levels of performance.

(See Note 17, “Stock-Based Compensation,” for compensation expense related to LTIP awards.)

Supplemental Executive Retirement Plan

The Company has a supplemental, unfunded, nonqualified retirement plan, pursuant to which it will pay supplemental pension benefits to key employees upon retirement. All employees in the plan are fully vested. In connection with the plan, it has purchased cost-recovery life insurance on the lives of certain employees. Insurance contracts associated with the plan are held by trusts established as part of the plan to implement and carry out its provisions and to finance its related benefits. The trusts are owners and beneficiaries of such contracts. The amount of coverage is designed to provide sufficient revenue to cover all costs of the plan if assumptions made as to employment term, mortality experience, policy earnings and other factors are realized. The values of the assets held in trust totaled $14.4 million and $15.7 million at June 30, 2015 and December 31, 2014, respectively, and were included in “Other” assets within the Consolidated Balance Sheets.

The following table provides the costs recognized and benefits paid for the Company’s supplemental, unfunded, nonqualified retirement plan during the three- and six-month periods presented:



	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
(in thousands)	2015		2014		2015		2014
Interest costs	$	142	$	173	$	328	$	294
Amortization of unrecognized actuarial loss	7		7		117		15
Total costs	$	149	$	180	$	445	$	309
Benefits paid	$	—	$	—	$	1,477	$	90

The Company recognized an investment loss on the cash surrender value of the insurance contracts of $73,000 for the three-month period ended June 30, 2015, compared to an investment gain of $418,000 for the three-month period ended June 30, 2014. The Company recognized investment gains of $119,000 and $533,000 for the six-month periods ended June 30, 2015 and 2014, respectively. The $14.9 million and $16.1 million projected benefit obligations at June 30, 2015 and December 31, 2014, respectively, were included in “Accrued and other liabilities” within the Consolidated Balance Sheets at those dates. The weighted-average discount rates used for the plan were 1.0 percent and 2.0 percent for the six-month periods ended June 30, 2015 and 2014, respectively.

The expected future payouts for the Company’s supplemental executive retirement plan as of June 30, 2015, are as follows: 2016–$5.4 million; 2017–$1.6 million; 2018–$2.9 million; 2019–$1.5 million; 2020–$90,000; and 2021 through 2025–$4.6 million.