Note 10 — Employee Benefit Plans

Long-Term Incentive Stock-Based Plans

As of June 30, 2014, there were 6.4 million shares available for issuance under our long-term incentive stock-based plans (the “LTI Stock Plans”). During the six-month period ended June 30, 2014, the following grants of other share-based awards were made to executive officers and non-employee members of our Board of Directors under our LTI Stock Plans:


Date of Grant	Shares		Grant Date Fair Value Per Share	Vesting Period

January 2, 2014 (1)	73,609	$	23.18	33% per year over three years
January 2, 2014 (2)	73,609		26.79	100% on January 1, 2017
January 2, 2014 (3)	2,724		23.18	100% on January 1, 2016
April 1, 2014 (3)	4,051		22.98	100% on January 1, 2016

(1) Reflects the grant of restricted shares to our executive officers.

(2) Reflects the grant of performance share units (“PSUs”) to our executive officers. The estimated fair value of the PSUs on grant date was determined using a Monte Carlo simulation model. The PSUs provide for an award based on the performance of our common stock over a three-year period with the maximum award being 200% of the original awarded PSUs and the minimum amount being zero. The vested PSUs will be settled in an equivalent number of shares of our common stock unless the Compensation Committee of our Board of Directors elects to pay in cash.

(3) Reflects the grant of restricted shares to certain members of our Board of Directors who have made an election to take their quarterly fees in stock in lieu of cash.

Compensation cost is recognized over the respective vesting periods on a straight-line basis. For the three- and six-month periods ended June 30, 2014, $1.8 million and $3.5 million, respectively, were recognized as stock-based compensation expense related to share-based awards as compared with $1.9 million and $5.1 million for the three- and six-month periods ended June 30, 2013. A total of $1.3 million of the stock-based compensation expense for the six-month period ended June 30, 2013 was included within our discontinued operations.

Long-Term Incentive Cash Plans

We have certain long-term incentive cash plans (the “LTI Cash Plans”) that provide long-term cash-based compensation to eligible employees. Cash awards historically have been both fixed sum amounts payable (for non-executive management only) as well as cash awards indexed to our common stock with the payment amount at each vesting date fluctuating based on the performance of our common stock (for both executive and non-executive management). These are measured based on the performance of our stock price over the applicable award period compared to a base price determined by the Compensation Committee of our Board of Directors at the time of the award. Cash payments under the LTI Cash Plans are made each year on the anniversary date of the award. Cash awards granted since 2012 have a vesting period of three years while those granted prior to 2012 have a vesting period of five years. The LTI Cash Plans are considered liability plans and as such are re-measured to fair value each reporting period with corresponding changes in the liability amount being reflected in our results of operations.

The cash awards granted under the LTI Cash Plans to our executive officers and selected management employees totaled $8.9 million in 2014 and $8.4 million in 2013. Total compensation expense associated with the cash awards issued pursuant to the LTI Cash Plans was $3.7 million ($1.9 million related to our executive officers) and $5.4 million ($2.8 million related to our executive officers) for the three- and six-month periods ended June 30, 2014, respectively. For the three- and six-month periods ended June 30, 2013, total compensation expense associated with the cash awards issued pursuant to the LTI Cash Plans was $1.7 million($0.8 million related to our executive officers) and $4.2 million ($2.4 million related to our executive officers), respectively. The liability balance for the cash awards issued under the LTI Cash Plans was $10.7 million at June 30, 2014 and $14.8 million at December 31, 2013, including $7.0 million at June 30, 2014 and $11.1 million at December 31, 2013 associated with the cash awards issued to our executive officers under the LTI Cash Plans.

Employee Stock Purchase Plan

We also have an employee stock purchase plan (the “ESPP”). The ESPP has 1.5 million shares authorized for issuance, of which 1.2 million shares were available for issuance as of June 30, 2014. The total value of the ESPP awards is calculated using the component approach where each award is computed as the sum of 15% of a share of non-vested stock, a call option on 85% of a share of non-vested stock, and a put option on 15% of a share of non-vested stock. Share-based compensation expense with respect to the ESPP was $0.3 million and $0.5 million for the three- and six-month periods ended June 30, 2014, respectively. For the three- and six-month periods ended June 30, 2013, share-based compensation with respect to the ESPP was $0.2 million and $0.4 million, respectively.

For more information regarding our employee benefit plans, including our stock-based compensation plans, our long-term incentive cash plans and our employee stock purchase plan, see Note 9 to our 2013 Form 10-K.