Share-based Compensation

The consolidated compensation cost recorded for the Company’s share-based compensation arrangements was $1,972, $3,062 and $2,277 for 2014, 2013 and 2012, respectively. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $189, $1,141 and $872 in 2014, 2013 and 2012, respectively. All compensation expense related to share-based compensation arrangements is recorded in sales, general and administrative expense. The unrecognized compensation cost as of December 31, 2014 associated with all share-based payment arrangements is $3,450 and the weighted average period over which it is to be expensed is 1.4 years.

Restricted Stock, Stock Option and Equity Compensation Plans – The Company maintains certain long-term stock incentive and stock option plans for the benefit of officers, directors and other key management employees. A summary of the authorized shares under these plans is detailed below:



Plan Description	Authorized Shares
1995 Directors Stock Option Plan	188
1996 Restricted Stock and Stock Option Plan	938
2000 Restricted Stock and Stock Option Plan	1,200
2004 Restricted Stock, Stock Option and Equity Compensation Plan	1,350
2008 A. M. Castle & Co. Omnibus Incentive Plan (amended and restated as of April 25, 2013)	3,350

Long-Term Compensation and Incentive Plans

On March 26, 2014, the Board of Directors of the Company approved equity awards under the Company’s 2014 Long-Term Compensation Plan (“2014 LTC Plan”) for executive officers and other select personnel.

On March 6, 2013, the Board of Directors of the Company approved equity awards under the Company’s 2013 Long-Term Compensation Plan (“2013 LTC Plan”) for executive officers and other select personnel.

On March 7, 2012, the Board of Directors of the Company approved equity awards under the Company’s 2012 Long-Term Compensation Plan ("2012 LTC Plan") for executive officers and other select personnel.

Each of the respective LTC Plans for 2014, 2013 and 2012 included RSU and PSU awards and are subject to the terms of the Company's 2008 A.M. Castle & Co. Omnibus Incentive Plan, amended and restated as of April 25, 2013.

Restricted Share Units and Non-Vested Shares

The restricted share units ("RSUs") granted under the 2014 and 2013 LTC Plans will cliff vest on December 31, 2016 and December 31, 2015, respectively. Approximately 43 RSUs granted under the 2012 LTC Plan cliff vested on December 31, 2014. Each RSU that becomes vested entitles the participant to receive one share of the Company’s common stock. The number of shares delivered may be reduced by the number of shares required to be withheld for federal and state withholding tax requirements (determined at the market price of Company shares at the time of payout).

The outstanding non-vested share balance consists of shares issued to the Board of Directors. Non-vested shares were issued to the directors during the second quarter of 2014, 2013 and 2012 and will cliff vest after three years in the second quarter of 2017, 2016 and 2015, respectively.

The fair value of the RSUs and non-vested shares is established using the market price of the Company’s stock on the date of grant.

A summary of the non-vested share and RSU activity is as follows:



	Non-Vested Shares				Restricted Share Units
	Shares		Weighted-Average Grant Date Fair Value		Units		Weighted- Average Grant Date Fair Value
Outstanding at January 1, 2014	98		$	14.17	258		$	13.30
Granted	39		$	13.68	127		$	14.35
Forfeited	(12	)	$	12.55	(123	)	$	13.38
Vested	(18	)	$	13.84	(63	)	$	10.87
Outstanding at December 31, 2014	107		$	14.21	199		$	14.67
Expected to vest at December 31, 2014	107		$	14.21	165		$	14.63

The unrecognized compensation cost as of December 31, 2014 associated with RSU and non-vested share awards was $1,994. The total fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 was $938, $1,106 and $1,685, respectively.

Performance Shares

Performance share unit ("PSU") awards are based on two independent conditions, the Company’s relative total shareholder return (“RTSR”), which represents a market condition, and Company-specific target goals for Return on Invested Capital (“ROIC”) as defined in the LTC Plans.

The status of PSUs that have been awarded as part of the active LTC Plans is summarized below as of December 31, 2014:



Plan Year	Grant Date Fair Value		Estimated Number of Performance Shares to be Issued	Maximum Number of Performance Shares that Could Potentially be Issued
2014 LTC Plan
RTSR performance condition	$	20.16	—	170
ROIC performance condition	$	14.35	—	170
2013 LTC Plan
RTSR performance condition	$	24.74	—	120
ROIC performance condition	$	16.29	—	120
2012 LTC Plan
RTSR performance condition	$	13.78	—	106
RTSR performance condition ^(a)	$	16.65	—	58
ROIC performance condition	$	10.02	—	106
ROIC performance condition ^(a)	$	12.74	—	58

^(a) Represents PSU awards granted in October 2012 under the 2012 LTC Plan.

The grant date fair values of PSU awards containing the RTSR performance condition were estimated using a Monte Carlo simulation with the following assumptions:



	2014			2013			2012
Grant Date Fair Value per Share Unit	$	20.16		$	24.74		$	13.78
Expected volatility	40.8		%	59.5		%	85.0		%
Risk-free interest rate	0.79		%	0.38		%	0.40		%
Expected life (in years)	2.77			2.82			2.81
Expected dividend yield	—			—			—

PSU awards under the 2012 LTC Plan were granted to the Company's CEO in October 2012. The grant date fair value of the CEO PSU awards containing the RTSR performance condition was estimated using a Monte Carlo simulation with the following assumptions:



	2012
Grant Date Fair Value per Share Unit	$	16.65
Expected volatility	60.7		%
Risk-free interest rate	0.34		%
Expected life (in years)	2.21
Expected dividend yield	—

The grant date fair values for PSU awards subject to the ROIC performance condition were established using the market price of the Company's common stock on the date of grant.

Final award vesting and distribution of performance awards granted under the 2012 LTC Plan was determined based on the Company’s actual performance versus the target goals for a three-year consecutive period (as defined in the 2012 Plan). Refer to the table above for the number of shares expected to be issued under 2012 LTC Plan. The unrecognized compensation cost as of December 31, 2014 associated with the 2014 and 2013 LTC Plan performance share units is $1,456.

Stock Options

A summary of stock option activity is as follows:



	Shares		Weighted Average Exercise Price		Intrinsic Value		Weighted Average Remaining Contractual Life
Stock options outstanding at January 1, 2014	144		$	12.89
Exercised	(17	)	$	9.09
Forfeited	(37	)	$	12.79
Expired	(8	)	$	14.22
Stock options outstanding at December 31, 2014	82		$	13.62	$	—	2.1
Stock options exercisable at December 31, 2014	82		$	13.62	$	—	2.1
Stock options vested as of December 31, 2014	82		$	13.62	$	—	2.1

The total intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012 was $56, $914 and $36, respectively. There was no unrecognized compensation cost associated with stock options as of December 31, 2014.