STOCK INCENTIVE PLANS

In 2014, the Company adopted the 2014 Stock Incentive Plan, which replaced the 2007 Stock Incentive Plan. The 2014 Stock Incentive Plan provides for the issuance of up to 3,282,170 shares of common stock to certain employees and other service providers. The number of shares available under the 2014 Stock Incentive Plan represented the number of shares that were remaining available for issuance under the 2007 Stock Incentive Plan when the new plan was adopted as no further awards would be made under the prior plan. As of December 31, 2014, 3,324,257 shares were available for future grants under the 2014 Stock Incentive Plan. Shares subject to awards that are forfeited by an employee under the 2014 Stock Incentive Plan or the 2007 Stock Incentive Plan become available for future grants under the 2014 Stock Incentive Plan. Distribution of stock awards is made in the form of shares of the Company’s common stock on a one for one basis. Distribution of the shares will normally be made not less than three years, nor more than six years, from the date of the stock award grant to an employee. Stock awards for directors vest immediately. All other stock awards granted under the plans are subject to restrictions as to continuous employment, except in the case of death, permanent disability, retirement or change in control.

Total compensation expense related to stock incentive plans was $14.0 million in 2014, $15.9 million in 2013, and $16.8 million in 2012. As of December 31, 2014, the unrecorded compensation cost for stock awards was $21.7 million and will be recognized over the remaining vesting period for each grant which ranges between 2015 and 2017. The remaining weighted-average life of all stock awards outstanding as of December 31, 2014 was 1.21 years. These awards are considered equity-based awards and are therefore classified as a component of additional paid-in capital.

In addition, cash payments are made during the vesting period on the outstanding stock awards granted prior to January 1, 2010, equal to the dividend on the Company’s common stock. Cash payments equal to dividends on awards made on or after January 1, 2010, will be distributed at the same time as the shares of common stock to which they relate.

Time-Based Stock Awards

The cost of time-based stock awards is based on the fair market value of the Company's common stock on the date of grant and is charged to income on a straight-line basis over the requisite service period. The per share fair value of time-based stock awards granted during the years ended December 31, 2014, 2013 and 2012 was $40.65, $33.75, and $30.61, respectively.

Performance-Based Stock Awards

Certain officers and key employees are also eligible to receive performance-based stock awards. Grantees of performance-based awards will be eligible to receive shares of the Company's common stock depending upon the Company's total shareowner return, assuming reinvestment of all dividends, relative to the performance of the Company's comparator group over a three-year period. The per share fair value of performance-based awards granted during the years ended December 31, 2014, 2013 and 2012 was $46.42, $36.98, and $39.10, respectively, which the Company determined using a Monte Carlo simulation and the following assumptions:



	2014		2013		2012
Average risk-free interest rate	0.76	%	0.37	%	0.40	%
Expected volatility (Bemis Company, Inc.)	19.7	%	21.9	%	27.7	%

The average risk-free interest rate is based on the three-year U.S. treasury security rate in effect as of the grant date. The expected volatilities were determined using daily historical volatility for the most recent three-year period as of the grant date. In 2015, there was a 59.5 percent payout of 2012 awards, and the balance was canceled. In 2014, there was no payout of 2011 awards and they all were canceled. During 2013, there was a 54.7 percent payout of 2010 performance grants, and the balance were canceled.

The following table summarizes stock awards unit activity for the year ended December 31, 2014:



	Time-Based				Performance-Based
	Weighted-average grant date share value		Stock Awards (in thousands)		Weighted-average grant date share value		Stock Awards (in thousands)
Outstanding units granted at the beginning of the year	$	30.35	1,471		$	37.95	347
Units granted	40.65		391		46.42		142
Units paid (in shares)	27.50		(134	)	—		—
Units canceled	31.39		(202	)	41.36		(117	)
Outstanding units granted at the end of the year	33.13		1,526		40.11		372