Common Stock

The Company’s Certificate of Incorporation, as amended November 9, 2009, authorizes the Company to issue up to 80 million shares of common stock, par value $0.0001 per share, and 100,000 shares of one or more series of preferred stock, par value $0.0001 per share.

A reconciliation of the changes in common shares issued is as follows:



	Year ended December 31,
	2014		2013
Shares issued at the beginning of the year	58,265,911		53,123,978
Issued in purchase of Florida Chemical Company, Inc.	—		3,284,180
Issued in purchases of Eclipse IOR Services, LLC and SiteLark, LLC	99,681		—
Issued in payment of accrued liability	27,101		—
Issued upon exercise of warrants	1,277,250		267,000
Issued from restricted stock units	—		217,089
Issued as restricted stock award grants	525,120		802,164
Issued upon exercise of stock options	311,954		571,500
Retirement of treasury shares	(5,873,291	)	—
Shares issued at the end of the year	54,633,726		58,265,911

Stock-Based Incentive Plans

Stockholders approved long term incentive plans in 2014, 2010, 2007, 2005 and 2003 (the "2014 Plan," the “2010 Plan,” the “2007 Plan,” the “2005 Plan” and the “2003 Plan,” respectively) under which the Company may grant equity awards to officers, key employees, and non-employee directors in the form of stock options, restricted stock and certain other incentive awards. The maximum number of shares that may be issued under the 2014 Plan, 2010 Plan, 2007 Plan and 2005 Plan are 2.7 million, 6.0 million, 2.2 million and 1.9 million, respectively. A December 31, 2014, the Company had a total of 2.3 million shares remaining to be granted under the 2014 Plan, 2010 Plan, 2007 Plan and 2005 Plan. Shares may no longer be granted under the 2003 Plan.

Stock Options

All stock options are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant. Options expire no later than ten years from the date of grant and generally vest in four years or less. Proceeds received from stock option exercises are credited to common stock and additional paid-in capital, as appropriate. The Company uses historical data to estimate pre-vesting option forfeitures. Estimates are adjusted when actual forfeitures differ from the estimate. Stock-based compensation expense is recorded for all equity awards expected to vest.

The fair value of stock options at the date of grant is calculated using the Black-Scholes option pricing model. The risk free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the option. Volatility is estimated based on historical and implied volatilities of the Company’s stock and of identified companies considered to be representative peers of the Company. The expected life of awards granted represents the period of time the options are expected to remain outstanding. The Company uses the “simplified” method which is permitted for companies that cannot reasonably estimate the expected life of options based on historical share option exercise experience. The Company does not expect to pay dividends on common stock. No options were granted to employees during 2014, 2013 or 2012.

The Black-Scholes option valuation model was developed to estimate the fair value of traded options that have no vesting restrictions and are fully-transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value calculation. The Company’s options are not characteristic of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of options.

Stock option activity for the year ended December 31, 2014 is as follows:



Options	Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2014	1,864,042		$	4.95
Exercised	(311,954	)	5.32
Forfeited	(7,128	)	17.58
Expired	—		—
Outstanding as of December 31, 2014	1,544,960		$	4.81	1.81	$	21,497,484
Vested or expected to vest at
December 31, 2014	1,544,960		$	4.81	1.81	$	21,497,484
Options exercisable as of
December 31, 2014	1,544,960		$	4.81	1.81	$	21,497,484

The total intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012 was $6.0 million, $5.6 million and $0.6 million, respectively. The total fair value of stock options vesting during the years ended December 31, 2014 was less than $0.1 million, and was $4.2 million and $0.5 million for the years ended December 31, 2013 and 2012, respectively.

At December 31, 2014, the Company had recognized all compensation expense related to stock options.

Restricted Stock

The Company grants employees either time-vesting or performance-based restricted shares in accordance with terms specified in the Restricted Stock Agreements ("RSAs"). Time-vesting restricted shares vest after a stipulated period of time has elapsed subsequent to the date of grant, generally three to four years. Certain time-vested shares have also been issued with a portion of the shares granted vesting immediately. Performance-based restricted shares are issued with performance criteria defined over a designated performance period and vest only when, and if, the outlined performance criteria are met. During the year ended December 31, 2014, approximately 62% of the restricted shares granted were time-vesting and the remainder were performance-based. Grantees of restricted shares retain voting rights for the granted shares.

Restricted stock share activity for the year ended December 31, 2014 is as follows:



Restricted Stock Shares	Shares		Weighted- Average Fair Value at Date of Grant
Non-vested at January 1, 2014	1,067,655		$	12.78
Granted	349,544		27.29
RSAs converted from 2013 restricted stock units	175,576		16.35
Vested	(705,566	)	13.65
Forfeited	(60,691	)	14.89
Non-vested at December 31, 2014	826,518		$	18.78

The weighted-average grant-date fair value of restricted stock granted during the years ended December 31, 2014, 2013 and 2012 was $27.29, $15.17 and $11.03 per share, respectively. The total fair value of restricted stock that vested during the years ended December 31, 2014, 2013 and 2012 was $10.2 million, $8.4 million and $5.4 million, respectively.

At December 31, 2014, there was $10.7 million of unrecognized compensation expense related to non-vested restricted stock. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 1.8 years.

Restricted Stock Units

During the year ended December 31, 2014, the Company granted performance-based restricted stock units ("RSUs") that will be converted into 352,254 shares of common stock. These shares, which will be issued as RSAs, will vest in equal one-half tranches on December 31, 2015 and 2016.

Restricted stock unit share activity for the year ended December 31, 2014 is as follows:



Restricted Stock Unit Shares	Shares		Weighted- Average Fair Value at Date of Grant
RSU share equivalents at January 1, 2014	175,576		$	16.35
2013 RSUs converted to RSAs in 2014	(175,576	)	16.35
Share equivalents earned in 2014	352,254		24.66
RSU share equivalents at December 31, 2014	352,254		$	24.66

At December 31, 2014, there was $6.8 million of unrecognized compensation expense related to 2014 restricted stock units. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 2.0 years.

Employee Stock Purchase Plan

The Company's Employee Stock Purchase Plan (ESPP) was approved by stockholders on May 18, 2012. The Company registered 500,000 shares of its common stock, currently held as treasury shares, for issuance under the ESPP. The purpose of the ESPP is to provide employees with an opportunity to purchase shares of the Company's common stock through accumulated payroll deductions. The ESPP allows participants to purchase common stock at a purchase price equal to 85% of the fair market value of the common stock on the last business day of a three-month offering period which coincides with calendar quarters. The first quarterly offering period began on October 1, 2012. Payroll deductions may not exceed 10% of an employee's compensation and participants may not purchase more than 1,000 shares in any one offering period. The fair value of the discount associated with shares purchased under the plan is recognized as share-based compensation expense and was $0.2 million, $0.1 million and less than $0.1 million during the years ended December 31, 2014, 2013 and 2012, respectively. The total fair value of the shares purchased under the plan during the years ended December 31, 2014, 2013 and 2012 was $1.1 million, $0.9 million and $0.2 million, respectively. The employee payment associated with participation in the plan was satisfied through payroll deductions.

Share-Based Compensation Expense

Non-cash share-based compensation expense related to stock options, restricted stock, restricted stock unit grants and stock purchased under the Company's ESPP was $10.5 million, $10.9 million and $13.4 million during the years ended December 31, 2014, 2013 and 2012, respectively.

Treasury Stock

The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders’ equity. During the years ended December 31, 2014 and 2013, the Company purchased 243,005 shares and 448,121 shares, respectively, of the Company’s common stock at market value as payment of income tax withholding owed by employees upon the vesting of restricted shares and the exercise of stock options. Shares issued as restricted stock awards to employees that were forfeited are accounted for as treasury stock. During the years ended December 31, 2014 and 2013, shares surrendered for the exercise of stock options were 46,208 and 237,267, respectively. These surrendered shares are also accounted for as treasury stock.

During the year ended December 31, 2013, JP Morgan Chase & Co. returned 2,439,558 shares of the Company’s common stock that had been borrowed under the Share Lending Agreement. These shares were then included in treasury stock.

Retirement of Treasury Stock

On December 31, 2014, the Company retired 5,873,291 shares of its treasury stock with an aggregate cost of $32.6 million. The retirement was recorded as reductions of $32.6 million in treasury stock, $1,000 in common stock and $32.6 million in additional paid-in capital.

All retired treasury shares are canceled and returned to the status of authorized but unissued shares. The retirement of treasury stock had no impact on the Company's total consolidated stockholder's equity.

Stock Repurchase Program

In November 2012, the Company's Board of Directors authorized the repurchase of up to $25 million of the Company's common stock. Repurchases may be made in the open market or through privately negotiated transactions. In December 2014, the Company repurchased 621,176 shares of its outstanding common stock on the open market at a cost of $10.4 million, inclusive of transaction costs, or an average price of $16.74 per share.

As of December 31, 2014, the Company has $14.6 million remaining under its share repurchase program.