Note 12 - Stock Incentive and Employee Benefit Plans

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

12. Stock Incentive and Employee Benefit Plans 

a. Stock Incentive Plans

The Company has share-based awards outstanding under three different plans, pursuant to which we have granted stock options, stock appreciation rights, restricted and unrestricted stock, and performance share awards to key officers, employees, and directors. The exercise price of our share-based awards may not be less than the market value of our common stock on the date of grant. Stock options and stock appreciation rights vest based on either time (generally over a one to four year period) or market performance (based on stock price appreciation) and generally expire between five and ten years after the date of grant. The fair value for stock options and stock appreciation rights is established at the date of grant using the Black-Scholes model for awards that vest based on time and a lattice model for awards that vest based on market performance. Restricted stock typically vests over a three year period and are valued at the closing price on the date of grant.

During the years ended December 31, 2014, 2013 and 2012, we granted 6.5 million, 6.3 million and 3.5 million capped stock appreciation rights, respectively, to our officers and key employees. The 2013 and 2012 capped stock appreciation rights have a grant price equal to the Company’s common stock closing price on the issuance date, with the value per share of the award capped at the difference between $12.00 and the grant price, and the 2014 capped stock appreciation rights have a grant price equal to the Company’s common stock closing price on the issuance date, with the value per share of the award capped at $4.00 above the grant price. Additionally, on April 2, 2012 the Compensation Committee of our Board of Directors provided a one-time grant of 2.7 million market based capped stock appreciation rights to 12 senior executives. These market based awards have a five year term and vest in three equal tranches only if the Company’s common stock closing price reaches eight ($8), nine ($9) and ten ($10) dollars, respectively, for twenty consecutive trading days. During the year ended December 31, 2013, one-third of the market based award vested as the criteria for the $8 tranche was met, and as of December 31, 2014, two-thirds of the award remain unvested. The value per share of the award is capped at the difference between twelve dollars ($12) and the grant price.

The following is a summary of stock option and stock appreciation rights activity relating to our three plans on a combined basis for the years ended December 31, 2014, 2013 and 2012:

	2014					2013					2012
	Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price
Outstanding, beginning of year		19,781,866		$	5.54		18,616,382		$	4.21		17,877,785		$	4.33
Granted		6,515,269			7.90		6,261,602			8.40		6,222,222			4.24
Exercised		(2,620,925	)		3.64		(4,479,325	)		3.55		(4,677,271	)		2.79
Canceled		(1,584,669	)		14.24		(616,793	)		8.79		(806,354	)		16.04
Outstanding, end of year		22,091,541		$	5.84		19,781,866		$	5.54		18,616,382		$	4.21
Exercisable at end of year		9,762,383		$	3.98		9,736,564		$	4.28		11,956,258		$	4.17
Available for future grant		51,230,067					13,971,091					23,283,953

At December 31, 2014, 20,375,919 stock options and stock appreciation rights were vested or expected to vest in the future with a weighted average exercise price of $5.66 and a weighted average expected life of 2.9 years. During the years ended December 31, 2014, 2013 and 2012, the total fair value of stock options and stock appreciation rights vested was $2.5 million, $3.0 million and $5.9 million, respectively. The total intrinsic value of stock options and stock appreciation rights exercised during the years ended December 31, 2014, 2013 and 2012 was $12.6 million, $23.0 million and $17.3 million, respectively. The intrinsic value of options exercised is the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price.

The following table summarizes information about stock options and stock appreciation rights outstanding and exercisable at December 31, 2014:

Outstanding										Exercisable
Exercise Prices				Number		Weighted Average Exercise		Weighted Average Remaining Contractual		Number		Weighted Average Exercise
Low		High		of Shares		Price		Life		of Shares		Price
$	0.67	$	4.29		10,384,020	$	3.28		1.91		7,900,969	$	3.28
$	5.67	$	7.93		3,522,760	$	7.39		4.66		70,693	$	7.39
$	8.17	$	9.29		8,184,761	$	8.42		3.59		1,790,721	$	8.42

As of December 31, 2014, the total intrinsic value of stock options and stock appreciation rights outstanding was $41.8 million, of which $34.3 million related to stock options and stock appreciation rights exercisable, and the total intrinsic value of stock options and stock appreciation rights vested and expected to vest in the future was $41.6 million. The intrinsic value of these stock options and stock appreciation rights outstanding, is the difference between the fair market value of the Company’s common stock on the last trading day of fiscal 2014 and the exercise price.

The fair value of each stock option and stock appreciation right granted during each of the three years ended December 31, 2014, 2013 and 2012 was estimated using the following weighted average assumptions:

	2014			2013			2012
Dividend yield		0.00	%		0.00	%		0.00	%
Expected volatility		48.44	%		57.70	%		82.09	%
Risk-free interest rate		0.95	%		0.36	%		0.73	%
Expected life (years)		3.5			3.5			2.5

Based on the above assumptions, the weighted average per share fair value of stock options and stock appreciation rights granted during the years ended December 31, 2014, 2013 and 2012, was $0.99, $0.86 and $0.91, respectively.

Restricted Stock Awards. During the years ended December 31, 2014, 2013 and 2012, we issued 0.5 million shares, 0.3 million shares and 0.4 million shares, respectively, of restricted common stock to our officers and key employees. The shares of restricted common stock issued vest in three equal installments on each of the first three anniversaries of the issuance date. Compensation expense for these awards is being recognized using the straight-line method over the vesting period.

The following is a summary of unvested restricted stock activity for the years ended December 31, 2014, 2013 and 2012:

	2014					2013					2012
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, beginning of year		538,530		$	6.72		344,448		$	4.31		—		$	—
Granted		472,951			7.84		317,643			8.39		359,599			4.31
Vested		(211,550	)		6.32		(114,820	)		4.31		—			—
Canceled		(29,216	)		6.73		(8,741	)		4.29		(15,151	)		4.29
Outstanding, end of year		770,715		$	7.51		538,530		$	6.72		344,448		$	4.31

Performance Share Awards. During the years ended December 31, 2014, 2013 and 2012, we granted 0.1 million, 0.2 million and 0.4 million performance share awards, respectively, to our officers and key employees for which the number of performance share awards ultimately issued will be based on the Company’s actual earnings per share for the years ended December 31, 2014 (with respect to the 2012 awards (“2012 PSAs”)), 2015 (with respect to the 2013 awards (“2013 PSAs”)) and 2016 (with respect to the 2014 awards (“2014 EPS PSAs”)), with payouts at 1-4 times the target number of shares based on actual earnings per share for these periods, subject to a minimum earnings per share threshold. We evaluate the probability of achieving earnings per share targets established under each of the performance share awards quarterly and estimate the number of shares underlying the performance share awards that are probable of being issued. Compensation expense for these awards is being recognized using the straight-line method over the requisite service period, subject to cumulative catch-up adjustments required as a result of changes in the number shares probable of being issued. As of December 31, 2014, the unamortized compensation cost related to the 2014 EPS PSAs, 2013 PSAs and 2012 PSAs considered probable of being issued was $0.9 million, $0.9 million and $0.5 million, expected to be recognized over a weighted average period of 2.2 years, 1.2 years and 0.2 years, respectively. Additionally, during the year ended December 31, 2014, we granted 0.1 million performance share awards to our officers and key employees for which the number of performance share awards ultimately issued will be based on the Company’s relative total shareholder return (“TSR”) performance over a three-year period from 2014-2016 (“2014 TSR PSAs”) in comparison to the TSR performance of a comparative peer group selected by our Compensation Committee, with payouts at 1-4 times the target number of shares based on actual TSR performance, subject to minimum TSR thresholds. Compensation expense for these awards is being recognized using the straight-line method over the requisite service period. As of December 31, 2014, the unamortized compensation cost related to the 2014 TSR PSAs considered probable of being issued was $1.0 million, expected to be recognized over a weighted average period of 2.2 years.

The following is a summary of performance share award activity for the years ended December 31, 2014, 2013 and 2012:

	2014				2013					2012
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Outstanding, beginning of year		602,242	$	5.81		405,012		$	4.29		—	$	—
Granted		227,914		11.01		223,454			8.39		405,012		4.29
Vested		—		—		—			—		—		—
Canceled		—		—		(26,224	)		4.29		—		—
Outstanding, end of year		830,156	$	7.24		602,242		$	5.81		405,012	$	4.29

Other Stock-Based Awards. During the years ended December 31, 2014, 2013 and 2012, we issued 60,872 shares, 47,272 shares and 77,948 shares, respectively, of unrestricted common stock to our independent directors (excluding directors appointed by MatlinPatterson who did not receive any stock awards). Additionally, during 2012 we issued 462,119 shares of unrestricted common stock to our officers and key employees in connection with bonuses earned for the year ended December 31, 2011.

Total compensation expense recognized related to stock-based compensation was as follows:

	Year Ended December 31,
	2014		2013		2012
	(Dollars in thousands)
Stock options and stock appreciation rights	$	3,618	$	3,875	$	4,523
Unrestricted stock grants		480		400		488
Restricted stock grants		1,842		1,073		378
Performance share awards		2,529		3,667		1,762
Total	$	8,469	$	9,015	$	7,151

Total unrecognized compensation expense related to stock-based compensation was as follows:

	2014				2013				2012
	Unrecognized Expense		Weighted Average Period (years)		Unrecognized Expense		Weighted Average Period (years)		Unrecognized Expense		Weighted Average Period (years)
	(Dollars in thousands)
Unvested stock options and stock appreciation rights	$	6,777		2.1	$	5,260		1.9	$	4,395		1.7
Unvested restricted stock grants		4,090		2.1		2,473		2.0		1,098		2.2
Unvested performance share awards		3,267		1.7		7,320		1.8		5,188		2.2
Total unrecognized compensation expense	$	14,134		2.0	$	15,053		1.9	$	10,681		2.0

b. Employee Benefit Plan

We have a defined contribution plan pursuant to Section 401(k) of the Internal Revenue Code. Each employee may elect to make before-tax contributions up to the current tax limits. The Company matches employee contributions up to $5,000 per employee per year. The Company provides this plan to help its employees save a portion of their cash compensation for retirement in a tax efficient environment. Our contributions to the plan for the years ended December 31, 2014, 2013 and 2012, were $3.6 million, $2.8 million and $2.2 million, respectively.