Employee Benefit Plans

Long-Term Incentive Stock-Based Plan

As of June 30, 2015, there were 6.1 million shares of our common stock available for issuance under our active long-term incentive stock-based plan, the 2005 Long-Term Incentive Plan, as amended and restated effective May 9, 2012 (the “2005 Incentive Plan”). During the six-month period ended June 30, 2015, the following grants of share-based awards were made under the 2005 Incentive Plan:



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

January 2, 2015 ⁽¹⁾	289,163	$	21.70	33% per year over three years
January 2, 2015 ⁽²⁾	289,163	$	25.06	100% on January 1, 2018
January 5, 2015 ⁽³⁾	3,946	$	21.66	100% on January 1, 2017
January 12, 2015 ⁽¹⁾	3,866	$	19.40	33% per year over three years
January 12, 2015 ⁽²⁾	3,866	$	25.06	100% on January 11, 2018
February 1, 2015 ⁽¹⁾	2,664	$	18.77	33% per year over three years
February 1, 2015 ⁽²⁾	2,664	$	25.06	100% on January 31, 2018
April 1, 2015 ⁽³⁾	6,476	$	14.96	100% on January 1, 2017


(1)	Reflects the grant of restricted stock to our executive officers and selected management employees.

(2)

Reflects the grant of performance share units (“PSUs”) to our executive officers and selected management employees. The PSUs provide for an award based on the performance of our common stock over a three-year period with the maximum amount of the award being 200% of the original awarded PSUs and the minimum amount being zero. The vested PSUs may be settled in either cash or shares of our common stock at the discretion of the Compensation Committee of our Board of Directors.


(3)	Reflects the grant of restricted stock 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 for restricted stock is recognized over its vesting period on a straight-line basis. For the three- and six-month periods ended June 30, 2015, $1.5 million and $2.9 million, respectively, were recognized as stock-based compensation expense related to restricted stock. For the three- and six-month periods ended June 30, 2014, $1.3 million and $2.5 million, respectively, were recognized as stock-based compensation expense related to restricted stock and restricted stock units.

The estimated fair value of the PSUs on grant date was determined using a Monte Carlo simulation model. Until December 2014, the PSUs were being treated as an equity award. Accordingly, compensation expense associated with the PSUs was fixed, as represented by the number of PSUs multiplied by their respective grant date fair value, and the fixed amount was amortized on a straight-line basis over the three-year vesting period. In connection with the vesting of the 2012 PSU awards that occurred in January 2015, the decision was made by the Compensation Committee of our Board of Directors to settle these PSUs with a cash payment of $4.5 million (rather than an equivalent number of shares of our common stock, which was the default provision of the PSU awards). Accordingly, PSUs are now accounted for as a liability plan and changes in fair value of the awards are recognized in earnings. For the three-month period ended June 30, 2015, $0.2 million was recognized as stock-based compensation expense related to PSUs. For the six-month period ended June 30, 2015, we recorded a net reduction of $0.9 million of previously recognized compensation cost to reflect the estimated fair value of unvested PSUs as of June 30, 2015. For the three- and six-month periods ended June 30, 2014, $0.5 million and $1.0 million, respectively, were recognized as stock-based compensation expense related to PSUs.

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). Payment amounts under these awards are calculated based on the ratio of the average stock price during the applicable measurement period over the original base price determined by the Compensation Committee of our Board of Directors at the time of the award. Cash payments under these awards 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. No long-term incentive cash awards were granted in 2015. For the three- and six-month periods ended June 30, 2015, we recorded reductions of $0.6 million and $2.5 million, respectively, of previously recognized compensation expense associated with the cash awards issued pursuant to the LTI Cash Plans, reflecting the effect the decrease in our stock price since December 31, 2014 had on the value of our liability plan. For the three- and six-month periods ended June 30, 2014, total compensation expense associated with the cash awards issued pursuant to the LTI Cash Plans was $3.7 million and $5.4 million, respectively. The liability balance for the cash awards issued under the LTI Cash Plans was $1.2 million at June 30, 2015 and $12.8 million at December 31, 2014.

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 1.0 million shares were available for issuance as of June 30, 2015. 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 $0.6 million, respectively, for the three- and six-month periods ended June 30, 2015. For the three- and six-month periods ended June 30, 2014, share-based compensation expense with respect to the ESPP was $0.3 million and $0.5 million, respectively.

For more information regarding our employee benefit plans, including our long-term incentive stock-based and cash plans and our employee stock purchase plan, see Note 8 to our 2014 Form 10-K.