Stock Compensation

Holdings has established various stock compensation plans which include restricted share grants and stock purchase plans. Compensation values are based on the value of Holdings' common stock at the grant date. The common stock value is added to equity and charged to period expense or included in inventory and cost of sales.

For the fiscal period ended December 31, 2013, Holdings has recognized a net total of $19.6 of stock compensation expense. The entire $19.6 of net stock compensation expense recorded in 2013 was charged directly to selling, general and administrative expense accordance with FASB authoritative guidance, which included $0.5 of accelerated vesting expense for participants meeting the conditions for "qualifying retirement" under our Short-Term Incentive Plan. Holdings recognized a total of $15.3 and $11.2 of stock compensation expense for the periods ended December 31, 2012 and December 31, 2011, respectively. The total income tax benefit recognized in the income statement for share based compensation arrangements was $7.1, $5.6, and $4.1 for 2013, 2012, and 2011, respectively.

Executive Incentive Plan

The Company's Executive Incentive Plan, or EIP, is designed to provide participants with the opportunity to acquire an equity interest in the Company through direct purchase of the Company's class B common stock shares at prices established by the Board of Directors or through grants of class B restricted common stock shares with performance based vesting. The Company has the sole authority to designate either stock purchases or grants of restricted shares. The total number of shares authorized under the EIP is 12,000,000 and the grant terminates at the end of ten years.

The Company has issued restricted shares as part of the Company's EIP. The restricted shares have been granted in groups of four shares. Participants do not have the unrestricted rights of stockholders until those shares vest. The shares may vest upon a liquidity event, with the number of shares vested based upon a participant's number of years of service to the Company, the portion of the investment by Onex and its affiliates liquidated through the date of the liquidity event and the return on invested capital by Onex and its affiliates through the date of the liquidity event. If a specific type of liquidity event has not occurred by the 10th year, shares may vest based on a valuation of the Company. The Company's initial public offering in November 2006 (the "IPO") and secondary offerings in May 2007 and April 2011 were considered liquidity events under the EIP. The Company records expenses equal to the fair value of the award over a five-year vesting period. The fair value of the award is based on the value of each share at the time of the grant multiplied by the probability of the share vesting based on historical performance of Onex's controlled investments.

The Company did not recognize any expense under the EIP for the year ended December 31, 2013. The Company expensed zero and a net total of less than $0.1 for the periods ended December 31, 2012 and December 31, 2011, respectively. The weighted average remaining period for the vesting of these shares is 1.5 years. The intrinsic value of the unvested shares based on the value of the Company's stock at December 31, 2013 was $29.6, based on the value of the Company's stock and the number of unvested shares.

The following table summarizes the activity of restricted shares under the EIP for the periods ended December 31, 2013, December 31, 2012 and December 31, 2011:



	Shares		Value⁽¹⁾
	(Thousands)
Executive Incentive Plan
Nonvested at December 31, 2010	1,366		15.4
Vested during period	(446	)	(5.1		)
Forfeited during period	(40	)	(0.5		)
Nonvested at December 31, 2011	880		9.8
Vested during period	—		—
Forfeited during period	—		—
Nonvested at December 31, 2012	880		9.8
Vested during period	—		—
Forfeited during period	(11	)	—
Nonvested at December 31, 2013	869		$	9.8

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(1)	Value represents grant date fair value.

Board of Directors Stock Awards

The Company's Director Stock Plan provides non-employee directors the opportunity to receive grants of restricted shares of class A common stock, or Restricted Stock Units (RSUs) or a combination of both common stock and RSUs. The class A common stock grants and RSU grants vest one year from the grant date. The RSU grants are payable upon the director's separation from service. The Board of Directors or its authorized committee may make discretionary grants of shares or RSUs from time to time. The maximum aggregate number of shares that may be granted to participants is 3,000,000 shares. In April 2008, the Director Stock Plan was amended such that all issuances of stock pursuant to the plan after that date would be grants of class A common stock or RSUs. All shares granted prior to April 2008 were class B common stock.

For each non-employee director of the Company, at least one-half of their annual director compensation is required to be paid in the form of a grant of class A common stock and/or RSUs, as elected by each director. In addition, each director may elect to have all or any portion of the remainder of their annual director compensation paid in cash or in the form of a grant of class A stock and/or RSUs. If participants cease to serve as directors within a year of the grant, the restricted shares and/or RSUs are forfeited. In May and December of 2013, the Board of Directors authorized a grant of 34,747 and 4,321 shares of restricted class A common stock, respectively, valued at $0.9 based on the share price of the Company's common stock at the grant dates. The Company expensed a net amount of $0.7 for the Board of Directors shares for the period ended December 31, 2013. The Company expensed $0.7 during each of the periods ended December 31, 2012 and December 31, 2011. The Company's unamortized stock compensation related to these restricted shares is $0.4 which will be recognized over a weighted average remaining period of 11 months. The intrinsic value of the unvested shares based on the value of the Company's stock at December 31, 2013 was $1.3, based on the value of the Company's stock and the number of unvested shares.

The following table summarizes stock and RSU grants to members of the Company's Board of Directors for the periods ended December 31, 2013, December 31, 2012 and December 31, 2011:



	Shares			Value⁽¹⁾
	Class A		Class B	Class A			Class B
	(Thousands)
Board of Directors Stock Grants
Nonvested at December 31, 2010	33		—	$	0.7		$	—
Granted during period	30		—	0.7			—
Vested during period	(33	)	—	(0.7		)	—
Forfeited during period	(3	)	—	(0.1		)	—
Nonvested at December 31, 2011	27		—	0.6			—
Granted during period	29		—	0.7			—
Vested during period	(27	)	—	(0.6		)	—
Forfeited during period	—		—	—			—
Nonvested at December 31, 2012	29		—	0.7			—
Granted during period	39		—	0.9			—
Vested during period	(29	)	—	(0.7		)	—
Forfeited during period	—		—	—			—
Nonvested at December 31, 2013	39		—	$	0.9		$	—

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(1)	Value represents grant date fair value.

Short-Term Incentive Plan

The Second Amended and Restated Short-Term Incentive Plan ("STIP") enables eligible employees to receive incentive benefits in the form of restricted stock in the Company, cash, or both, as determined by the Board of Directors or its authorized committee. The stock portion vests one year from the date of grant. Restricted shares are forfeited if the employee's employment terminates prior to vesting. In August 2011, the STIP was amended such that all unvested stock will vest in the event of a qualifying retirement or change in control.

In February 2013, 86,063 shares of Class A common stock with a value of $1.4 were granted under the Company's STIP for 2012 performance and will vest on the one-year anniversary of the grant date. The Company expensed $1.3 for shares granted under the STIP for the period ended December 31, 2013. The Company expensed $2.9 and $3.9 for the shares for the periods ended December 31, 2012 and December 31, 2011, respectively. The Company's unamortized stock compensation related to the unvested shares is $0.1, which will be recognized over a weighted average remaining period of 2 months. The intrinsic value of the unvested shares at December 31, 2013 was $2.1 based on the value of the Company's stock and the number of unvested shares.

The following table summarizes the activity of the restricted shares under the STIP for the twelve months ended December 31, 2013, December 31, 2012 and December 31, 2011:



	Shares		Value⁽¹⁾
	(Thousands)
Short-Term Incentive Plan
Nonvested at December 31, 2010	—		—
Granted during period	185		4.7
Vested during period	(10	)	(0.3		)
Forfeited during period	(4	)	(0.1		)
Nonvested at December 31, 2011	171		4.3
Granted during period	104		2.5
Vested during period	(170	)	(4.3		)
Forfeited during period	(9	)	(0.2		)
Nonvested at December 31, 2012	96		2.3
Granted during period	86		1.4
Vested during period	(113	)	(2.6		)
Forfeited during period	(7	)	(0.1		)
Nonvested at December 31, 2013	62		$	1.0

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(1)	Value represents grant date fair value.

Long-Term Incentive Plan

The Fourth Amended and Restated Long-Term Incentive Plan ("LTIP") is designed to encourage retention of key employees.

For shares granted in 2007, one-half of the granted restricted shares of class B common stock vested on the second anniversary of the grant date in February 2009, and the other one-half vested on the fourth anniversary of the grant date in 2011. Restricted shares are forfeited if the participant's employment terminates prior to vesting. In the first quarter of 2007, 67,391 shares valued at $2.0 were granted. The Company expensed zero, zero and less than $0.1 net of forfeitures for each of the periods ended December 31, 2013, December 31, 2012 and December 31, 2011, respectively.

In February and April 2013, as part of the Company's 2012 Long-Term Incentive Plan, 9,460 and 33,784 shares of class A common stock with an aggregate grant date fair value of $0.8 were granted by the Board of Directors, and such shares will vest annually in three equal installments beginning on the two-year anniversary of the grant date.

In May 2013, 1,326,299 class A shares valued at $27.6 were granted pursuant to the LTIP and will vest annually in three equal installments beginning on the two-year anniversary of the grant date. Additionally, 288,047 class A shares valued at $6.0 were granted and will vest annually in three equal installments beginning on the one-year anniversary date of April 2013.

In June 2013, 34,425 class A shares valued at $0.7 were granted pursuant to the LTIP to employees at the UK location pursuant to a union contract ratification. These shares vested approximately one week after issuance.

In August and November 2013, an additional 37,754 and 103,337 class A shares totaling $4.0 were granted pursuant to the LTIP and will vest annually in three equal installments beginning on the two-year anniversary of the May 2013 grant date. Additionally, 33,859 class A shares valued at $1.0 were granted in November 2013 and will vest annually in three equal installments beginning September 2014.

In May 2012, 618,804 class A shares valued at $15.3 were granted and will vest annually in three equal installments beginning on the two-year anniversary of the grant date. In August and November 2012, an additional 21,590 and 35,578 class A shares valued at $1.1 were granted and will vest annually in three equal installments beginning on the two-year anniversary of the May 2012 grant date. An additional 6,153 shares valued at $0.1 were granted during 2012. These shares will vest annually in three equal installments beginning on the two-year anniversary of the May 2011 grant date. In May 2011, 548,334 class A shares valued at $12.9 were granted (and an additional 1,826 class A shares valued at less than $0.1 were granted during February 2011 for 2010 compensation). These shares begin to vest annually in three equal installments beginning on the two-year anniversary of the May 2010 grant date.

During 2012, 92,250 shares of class A common stock valued at $2.2 were granted to members of the UAW union pursuant to performance improvements set forth in the 2010 ten-year labor contract. These shares vested immediately upon issuance.

During 2011, 500 shares of class A common stock with a value of less than $0.1 were granted to members of the UAW union under the LTIP pursuant to the ten-year labor contract. These shares vested immediately and the value was charged directly to cost of sales.

The Company expensed a total of $17.6 for the unvested class A LTIP shares in the twelve months ended December 31, 2013. The Company expensed a net total of $11.9 and $7.0 for class A LTIP shares for the periods ended December 31, 2012 and December 31, 2011, respectively.

The Company's unamortized stock compensation related to these unvested class A shares is $22.7 which will be recognized over a weighted average remaining period of 3.2 years. The intrinsic value of the unvested class A LTIP shares at December 31, 2013 was $80.3, based on the value of the Company's common stock and the number of unvested shares.

The following table summarizes the activity of the restricted shares under the LTIP for the periods ended December 31, 2013, December 31, 2012 and December 31, 2011:



	Shares				Value⁽¹⁾
	Class A		Class B		Class A			Class B
	(Thousands)
Long-Term Incentive Plan
Nonvested at December 31, 2010	1,490		28		$	27.6		$	0.8
Granted during period	550		—		13.0			—
Vested during period	(307	)	(28	)	(5.3		)	(0.8		)
Forfeited during period	(175	)	—		(3.3		)	—
Nonvested at December 31, 2011	1,558		—		32.0			—
Granted during period	774		—		18.8			—
Vested during period	(513	)	—		(10.0		)	—
Forfeited during period	(115	)	—		(2.5		)	—
Nonvested at December 31, 2012	1,704		—		38.3			—
Granted during period	1,867		—		40.1			—
Vested during period	(552	)	—		(11.0		)	—
Forfeited during period	(661	)	—		(15.1		)	—
Nonvested at December 31, 2013	2,358		—		$	52.3		$	—

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(1)	Value represents grant date fair value.