STOCK-BASED COMPENSATION PLANS

Pursuant to our Amended and Restated Incentive Compensation Plan (the “Incentive Plan”), we can grant stock based awards in the form of restricted stock, restricted stock units and stock options to team members, officers, directors, and contractors at any time prior to March 26, 2022. On March 26, 2012, our board of directors approved an amendment to our Incentive Plan, increasing the number of shares authorized for issuance by 500,000 shares, to 2.0 million shares. The shares available for future grants under the Incentive Plan totaled 244,915 as of December 31, 2014.

On March 26, 2012, the compensation committee of our board of directors approved an award of 310,000 restricted stock units and 190,000 shares of restricted stock to our Chief Executive Officer. The 310,000 restricted stock units and 90,000 shares of restricted stock are eligible to vest over a ten year period beginning in 2012 based on the cumulative improvement in our annual adjusted economic profit, a non-GAAP financial measure. The remaining 100,000 shares of restricted stock are eligible to vest in equal annual installments over a five year period beginning in 2022 based on the attainment of annual adjusted economic profit targets.

Restricted Stock

In addition to the 190,000 shares of restricted stock awarded to our Chief Executive Officer in March 2012, we grant time-based shares of restricted stock annually to team members based on attaining certain individual and Company performance criteria in accordance with our Incentive Plan. Based on the terms of individual restricted stock grant agreements, these time-based shares generally vest over a period of three to five years, based on continuous employment. The grant-date fair value per share is estimated to equal the market price of our common stock on the date of grant.

A summary of the non-vested restricted stock activity under the Incentive Plan for the year ended December 31, 2014 is presented below:



Restricted Stock	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Non-vested as of December 31, 2013	198,682		$	106.11
Granted	6,042		138.14
Vested	(13,744	)	100.00
Forfeited	(580	)	124.97
Non-vested as of December 31, 2014	190,400		$	107.51

The grant-date weighted average fair value of shares granted in 2014, 2013 and 2012 was $138.14, $113.56, and $105.96, respectively. The total fair value of shares vested in 2014, 2013 and 2012 was $1.9 million, $1.9 million and $3.6 million, respectively.

Restricted Stock Units

In addition to the 310,000 restricted stock units awarded to our Chief Executive Officer in March 2012, we grant performance-based restricted stock units to team members as part of our Incentive Plan. These restricted stock units are earned over a five years period based upon the compounded annual growth rate in our adjusted economic profit, a non-GAAP financial measure. Each restricted stock unit represents and has a value equal to one share of common stock. The grant-date fair value per share is estimated to equal the market price of our common stock on the date of grant.

A summary of the restricted stock unit activity under the Incentive Plan for the year ended December 31, 2014, is presented below:



Restricted Stock Units	Number of Restricted Stock Units		Weighted Average Grant-Date Fair Value Per Share		Aggregate Intrinsic Value (2) (in millions)		Weighted Average Remaining Contractual Term (in years)
Outstanding as of December 31, 2013	1,099,157		$	48.23
Granted	71,900		130.16
Converted	(300,875	)	26.53
Forfeited	(7,500	)	128.73
Outstanding as of December 31, 2014 (1)	862,682		$	61.93	$	117.7	4.8
Vested as of December 31, 2014	485,622		$	27.04	$	66.2	1.9


(1)	No RSUs outstanding at December 31, 2014 were convertible to shares of common stock.


(2)	The intrinsic value of RSUs is measured by applying the closing stock price as of December 31, 2014 to the applicable number of units.

The grant-date weighted average fair value of RSUs granted in 2014, 2013 and 2012 was $130.16, $122.81, and $105.74, respectively.

The total intrinsic value of RSUs converted to common stock during 2014 and 2013 was $40.1 million and $0.1 million, respectively. No RSUs were converted to shares of common stock during 2012.

Stock Options

Pursuant to our 1992 Stock Option Plan (the “1992 Plan”), we had reserved 8.0 million shares of our common stock for the future granting of options to officers and other team members. Pursuant to our Director Stock Option Plan (the “Director Plan”), we had reserved 200,000 shares of our common stock for future granting of options to members of our Board of Directors. The exercise price of the options was no less than the fair market value on the date of the grant. Options expired ten years from the date of grant. The 1992 Plan had no options outstanding as of December 31, 2014 and 2013. The 1992 Plan and the Director Plan were terminated as to future grants on May 13, 2004, with shareholder approval of the Incentive Plan.

Additional stock option information relating to the Director Plan is as follows:



(Dollars in millions, except per share data)
	Number of Options	Weighted Average Exercise Per Share		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2013	35,000	$	17.25
Options exercised	35,000	$	17.25
Outstanding as of December 31, 2014	—	$	—	$	—	0.0
Exercisable as of December 31, 2014	—	$	—	$	—	0.0

The total intrinsic value of stock options exercised in 2014, 2013 and 2012 was $5.1 million, $3.2 million, and $3.0 million, respectively.

Stock-based compensation expense

Stock-based compensation expense consists of the following:



(In millions)	For the Years Ended December 31,
	2014		2013		2012
Restricted stock	$	3.3	$	3.0	$	3.4
Restricted stock units	12.0		5.5		8.8
Total	$	15.3	$	8.5	$	12.2

While the restricted stock units and shares of restricted stock are often expected to vest in equal, annual installments over the corresponding requisite service periods of the grants, the related stock-based compensation expense is not recognized on a straight-line basis over the same periods. Each installment is accounted for as a separate award and as a result, the fair value of each installment is recognized as stock-based compensation expense on a straight-line basis over the related vesting period. The following table details how the expenses associated with restricted stock and restricted stock units, which are expected to be recognized over a weighted average period of 2.8 years, will be recorded assuming performance targets are achieved in the periods currently estimated:



(In millions)
For the Years Ended December 31,	Restricted Stock Units		Restricted Stock		Total Projected Expense
2015	$	7.6	$	2.5	$	10.1
2016	4.5		1.9		6.4
2017	2.6		1.6		4.2
2018	2.1		1.4		3.5
2019	1.4		1.2		2.6
Thereafter	1.3		4.6		5.9
Total	$	19.5	$	13.2	$	32.7