Share-Based Compensation Arrangements

Prior to 2011, we granted Stock Appreciation Rights ("SARs") and phantom shares to certain key employees under our Long-Term Incentive Cash Award Plan. As both the SARs and the phantom shares under this plan are settled in cash rather than by issuing equity instruments, we record an expense with a corresponding liability on our Consolidated Balance Sheets. The expense is based on the fair value of the awards on the last day of the reporting period and represents an amortization of that fair value over the vesting period of the awards.

From 2011 to 2013, we awarded performance-based phantom shares to certain key employees to make our equity incentives reflect our performance during the respective calendar year. These performance phantom shares vest one-third each year over a three year period. In 2013, 2012 and 2011, 23,642, 435,866 and zero, respectively, performance-based phantom shares were issued based on our calendar year financial results.

In the first quarter of 2014, our Board of Directors adopted the 2014 Omnibus Incentive Plan, which was approved by our shareholders at our Annual Shareholders Meeting. Under this plan, we may award share-based compensation that does not have to be settled in cash to certain key employees, directors and third-party service providers. To date, no share-based compensation has been granted under this plan, except for restricted stock units granted to our non-employee directors and Chief Executive Officer, as described below.

Our liability with regard to our outstanding, cash settled, share-based awards is re-measured in each quarterly reporting period. The fair value of the phantom shares is based on the closing stock price of our Common Shares, or Class A Common Stock prior to May 2, 2014 (see Note 15, "Stockholders' Equity", for further discussion), on the last day of the period. At September 30, 2014 and December 31, 2013, the applicable closing stock price was $4.30 and $9.05, respectively.

We measure the fair value of each SAR based on the closing stock price of Common Shares, or Class A Common Stock prior to May 2, 2014 (see Note 15, "Stockholders' Equity", for further discussion), on the last day of the period using a Black-Scholes valuation model. The fair value of each SAR was estimated as of September 30, 2014 and 2013 using the following assumptions:



	September 30,
	2014		2013
Risk-free interest rate	0.02%-0.74%		0.18%-0.73%
Dividend yield	0.0	%	0.0	%
Expected life (years)	0.4-2.3 years		1.4-3.3 years
Volatility	59.30	%	61.31	%

Compensation expense (income) related to outstanding share-based compensation awards under the Long-Term Incentive Cash Award Plan was $(0.1) million and $(0.3) million for the three months ended September 30, 2014 and 2013, respectively and $(0.7) million and $2.1 million for the nine months ended September 30, 2014 and 2013, respectively. The balance of the fair value that has not yet been recorded as expense is considered an unrecognized liability. The total unrecognized compensation liability with respect to awards under the Long-Term Incentive Cash Award Plan was immaterial at September 30, 2014 and for December 31, 2013 was $1.7 million. Total cash paid under this plan for the nine months ended September 30, 2014 and 2013 was $1.0 million and $1.6 million, respectively.

Prior to 2014, we granted deferred stock units ("DSUs") to our non-employee directors under our Outside Directors' Deferred Stock Unit Plan. These awards were fully vested when made. We measure the fair value of outstanding DSUs based upon the closing price of our Common Shares, or Class A Common Stock prior to May 2, 2014 (see Note 15, "Stockholders' Equity", for further discussion), on the last day of the reporting period. We pay out the DSUs to a director after the earlier of a Company Change in Control, as defined in the plan, or the date when he or she ceases to be a non-employee director for any reason. Since the DSUs are settled in cash rather than by issuing equity instruments, we record an expense with a corresponding liability on our Consolidated Balance Sheets. Total expense (income) related to the DSUs for the three months ended September 30, 2014 and 2013 was immaterial and $(0.2) million, respectively and for the nine months ended September 30, 2014 and 2013 was $(0.2) million and $0.8 million, respectively. We have recorded a liability of $0.2 million and $1.2 million as of September 30, 2014 and December 31, 2013, respectively related to the outstanding DSUs. Total cash paid for DSUs for the nine months ended September 30, 2014 and 2013 was $0.7 million and $0.2 million, respectively.

In 2014, we granted restricted stock units ("RSUs") to our non-employee directors and our Chief Executive Officer under our 2014 Omnibus Incentive Plan. These RSUs vest immediately before our 2015 Annual Meeting of Shareholders if the non-employee director or Chief Executive Officer, as applicable, is serving on our Board on that date. The RSUs will be settled 75% in our Common Shares and 25% in cash. For the RSUs settled in our Common Shares, we record an expense and corresponding change in "Restricted Stock Units" on our Consolidated Balance Sheets, based on the fair value of the RSUs at grant date and recognized over the vesting period. For the three and nine months ended September 30, 2014, the expense was $0.1 million. For the RSUs settled in cash, we record an expense with a corresponding liability on our Consolidated Balance Sheets recognized over the vesting period. This liability will be remeasured in each quarterly reporting period, based on the closing price of our Common Shares on the last day of each period.