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 key employees, directors and third-party service providers. In 2014, we awarded restricted stock units ("RSUs") and non-qualified stock options under our 2014 Omnibus Incentive Plan.

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 9, "Stockholders' Equity", for further discussion), on the last day of the period. At December 31, 2014 and December 31, 2013, the applicable closing stock price was $3.09 and $9.05, respectively.

A summary of activity under the plans during 2014 is as follows:



SARs:	Number of awards	Weighted average exercise price per share
Outstanding at January 1, 2014	52,079	$	11.81
Granted	—	$	—
Exercised	—	$	—
Forfeited	(45,028)	$	14.45
Outstanding at December 31, 2014	7,051	$	13.03



Phantom Shares: *	Number of awards		Weighted average grant date value per share
Outstanding at January 1, 2014	235,942		$	5.98
Granted	—		$	—
Vested	(125,244	)	$	5.05
Forfeited	(50,990	)	$	5.30
Outstanding at December 31, 2014	59,708		$	5.61
* Includes both non-performance and performance based shares.



Restricted Stock Units:	Number of awards	Weighted average grant date value per share
Outstanding at January 1, 2014	—	$	—
Granted	111,168	$	4.74
Vested	—	$	—
Forfeited	—	$	—
Outstanding at December 31, 2014	111,168	$	4.74



Non-Qualified Stock Options:	Number of awards	Weighted average grant date value per share
Outstanding at January 1, 2014	—	$	—
Granted	275,513	$	3.06
Exercised	—	$	—
Forfeited	—	$	—
Outstanding at December 31, 2014	275,513	$	3.06

The initial value of the phantom shares is based on the closing price of our Class A Common Stock as of the grant date. The initial value of the SARs, which are the economic equivalent of options, is based on a Black-Scholes model as of the grant date.

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 9, 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 December 31, 2014, 2013 and 2012 using the following assumptions:



	2014		2013		2012
Risk-free interest rate	0.04%-0.67%		0.16%-0.78%		0.27%-0.52%
Dividend yield	0.0	%	0.0	%	0.0	%
Expected life (years)	0.2-2.0 years		1.2-3.0 years		2.2-4.0 years
Volatility	53.58	%	62.21	%	63.63	%

Compensation expense (income) related to outstanding share-based compensation awards under the Long-Term Incentive Cash Award Plan for the years ended December 31, 2014, 2013 and 2012 was $(0.7) million, $2.3 million and $2.6 million, 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 as calculated at December 31, 2014 was immaterial and for December 31, 2013 was $1.7 million. Total cash paid under this plan for the years ended December 31, 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 stock price of our Common Shares, or Class A Common Stock prior to May 2, 2014 (see Note 9, 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 years ended December 31, 2014, 2013 and 2012 was $(0.3) million, $0.8 million and $0.5 million, respectively. We recorded a liability of $0.2 million and $1.2 million as of December 31, 2014 and 2013, respectively. Total cash paid for DSUs in the year ended December 31, 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 "Paid in Capital" on our Consolidated Balance Sheets, based on the fair value of the RSUs at grant date and recognized over the vesting period. For the year ended December 31, 2014, the expense was $0.3 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. No cash was paid for RSUs in the year ended December 31, 2014.

During fourth quarter 2014, we granted non-qualified stock options under our 2014 Omnibus Incentive Plan to certain executive officers and key employees. The stock options will be settled in our Common Shares and will vest in three equal annual installments beginning December 2015. For the stock options settled in our Common Shares, we record an expense and corresponding change in "Paid in Capital" on our Consolidated Balance Sheets. For the year ended December 31, 2014, the expense was immaterial. The value of each stock option is based on a Black-Scholes valuation model as of December 31, 2014 using the following assumptions:



	December 31, 2014
Risk-free interest rate	1.90	%
Dividend yield	0.0	%
Expected life (years)	6.0
Volatility	50.40	%