Share-Based Compensation

On May 19, 2015, the Company's shareholders approved the CDI Corp. Amended and Restated Omnibus Stock Plan (the "Restated Omnibus Plan") for the benefit of employees, consultants and non-employee directors. The Restated Omnibus Plan amended and restated the CDI Corp. Amended and Restated 2004 Omnibus Stock Plan and allows the Company to be able to grant awards that are treated as qualified performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code. The Restated Omnibus Plan provides for the grant of share-based awards including, but not limited to, stock options, stock appreciation rights, restricted stock, restricted stock units, time-vested deferred stock and performance-based share awards. Vesting and other terms of share-based awards are set forth in individual agreements with the participant.

As of December 31, 2015, the Company was authorized to issue 1.4 million additional shares of the Company's common stock under the Restated Omnibus Plan. The Company may settle share-based awards by delivering shares of the Company's common stock that are authorized but unissued or that are held in treasury. When an award is granted, the number of shares of common stock subject to such award are reserved for issuance. Shares of Company stock tendered in payment of the exercise price or withholding taxes in respect of an award shall again be available for issuance under the Restated Omnibus Plan.

Stock-based compensation expense is included in “Operating and administrative expenses” in the consolidated statements of operations and amounted to $2.4 million ($1.5 million, net of tax), $2.7 million ($1.7 million, net of tax) and $2.8 million ($1.7 million, net of tax) for the years ended December 31, 2015, 2014 and 2013, respectively.

The table below summarizes the components of stock-based compensation expense for all of the Company’s stock-based plans by award type for the indicated periods:



	Year ended December 31,
	2015			2014		2013

Time-vested deferred stock	$	2,674		$	1,579	$	1,829
Stock appreciation rights	11			148		618
Performance-based share awards	(462		)	664		48
Stock purchase plan	2			11		68
Stock options	130			306		264
Total stock-based compensation	$	2,355		$	2,708	$	2,827

Time-Vested Deferred Stock (TVDS)

TVDS awards entitle each recipient to receive a number of shares of the Company’s common stock upon vesting. The shares of TVDS generally vest over four years except for those granted to the non-employee directors and certain current members of senior management, whose vesting periods vary from two to five years. TVDS will generally be forfeited prior to vesting if the holder’s employment with the Company ends. Upon vesting, a holder of TVDS receives the number of originally awarded shares plus additional shares of CDI common stock having a fair market value equal to the sum of the dividends that would have been paid on the original awarded shares during the vesting period had they been issued and outstanding throughout the vesting period. Compensation expense for TVDS is based on the fair value of the Company’s common stock on the date of grant and is charged to earnings on a straight-line basis over the vesting period.

The following table summarizes the Company’s TVDS activity and related information for the indicated periods:



	Time Vested Deferred Stock		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Life (In Years)

Outstanding non-vested as of December 31, 2012	400		$	15.82
Granted	104		15.21
Vested	(92	)	14.98
Canceled	(33	)	15.17
Outstanding non-vested as of December 31, 2013	379		14.69
Granted	378		14.70
Vested	(102	)	13.80
Canceled	(164	)	17.11
Outstanding non-vested as of December 31, 2014	491		15.33
Granted	335		11.70
Vested	(65	)	16.61
Canceled	(33	)	14.09
Outstanding non-vested as of December 31, 2015	728		13.60		2.7

The following table summarizes for TVDS the accumulated dividend equivalent number of shares of common stock that would be issued for outstanding TVDS using the closing market price as of the indicated dates:



	December 31,
	2015		2014		2013

Dividend participation	$	429	$	217	$	332
Closing market price per share	$	6.76	$	17.71	$	18.53
Equivalent shares at closing market price	63		12		18

As of December 31, 2015, total unrecognized compensation expense related to non-vested TVDS was $5.6 million, which is expected to be recognized over a weighted-average period of 2.7 years.

Stock Appreciation Rights (SARs)

SARs represent the right to receive, upon exercise, shares of the Company’s common stock having a value equal to the difference between the market price of the common stock and the exercise price, net of withholding taxes, as determined by the terms of the individual awards. SARs generally vest ratably over five years and expire seven years from the date of grant. The Company did not grant any SARs during 2015, 2014 or 2013. The expected life of SARs is based on the Company's historical experience. The expected stock price volatility is based on the historical volatility of the Company’s common stock.

The following table summarizes the Company’s SARs activity and related information for the indicated periods:



	SARs		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value

Outstanding as of December 31, 2012	628		$	16.53
Exercised	(53	)	11.54
Canceled	(16	)	12.10
Expired	(66	)	25.65
Outstanding as of December 31, 2013	493		15.98
Exercised	(60	)	11.26
Canceled	(72	)	12.09
Expired	(174	)	21.92
Outstanding as of December 31, 2014	187		13.47
Exercised	(45	)	11.87
Canceled	(20	)	11.09
Expired	(27	)	22.91
Outstanding as of December 31, 2015	95		12.09		1.9	$	—
Exercisable as of December 31, 2015	82		12.25		1.8	—
Exercisable and expected to vest as of December 31, 2015	90		12.14		1.9	—

Aggregate intrinsic value represents the difference between the exercise prices of outstanding SARs and the closing price per share of the Company's common stock on December 31, 2015. The total intrinsic value of SARs exercised during the years ended December 31, 2015, 2014 and 2013 was $0.2 million, $0.4 million and $0.3 million, respectively. As of December 31, 2015, total unrecognized compensation expense related to non-vested SARs was $0.1 million, which is expected to be recognized over a weighted-average period of 0.8 years.

Performance-Based Share Awards

Performance-based share awards represent a number of shares of common stock to be awarded or an amount of cash to be paid upon settlement based on the achievement of certain performance criteria and generally vest over a two to five year period from the date of grant.

The fair value of equity classified performance-based share awards is determined based on the number of shares of common stock to be awarded and the quoted market price per share of common stock on the date of grant. The Company periodically assesses the probability of achievement of the performance criteria and adjusts the amount of compensation expense recognized accordingly. Compensation expense is recognized over the vesting period and adjusted for the probability of achievement of the performance criteria.

The Company granted liability classified performance-based share awards during 2014 to the CEO and certain executives that generally vest over five years. These awards require cash settlement, subject to service and market conditions, and their fair value is remeasured at each reporting date based, in part, on the market price per share of common stock with compensation expense recognized over the vesting period.

The following table summarizes the Company’s performance-based share awards activity and related information for the indicated periods:



	Performance-Based Share Awards		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Life (in Years)

Outstanding as of December 31, 2012	107		$	15.78
Vested	(46	)	14.00
Canceled	(19	)	17.36
Outstanding as of December 31, 2013	42		17.36
Granted	1,607		15.53
Vested	—		—
Canceled	(45	)	17.66
Outstanding as of December 31, 2014	1,604		15.52
Granted	—		—
Vested	—		—
Canceled	(19	)	17.92
Outstanding as of December 31, 2015	1,585		15.49		1.5

As of December 31, 2015, total unrecognized compensation expense related to non-vested performance-based share awards was $0.4 million, which is expected to be recognized over a weighted-average period of 1.5 years.

Stock Purchase Plan (SPP)

On May 3, 2012, pursuant to the terms of the Restated Omnibus Plan, the SPP was terminated and any shares that were available for issuance under the SPP as of that date with respect to new awards were made available for issuance under the Restated Omnibus Plan.

Under the terms of the SPP, designated employees and non-employee directors had the opportunity to acquire SPP units (which convert into shares of the Company’s common stock upon vesting) on a pre-tax basis and the Company matched participant contributions on a one for three basis. Vesting of SPP units occurs over a period of three to ten years as chosen by the participant. As of December 31, 2015, there were 350 SPP units accumulated based upon units acquired by participants and Company matching contributions and using a weighted-average market price of $17.39. In addition, SPP units that vest will receive additional shares of the Company’s common stock in lieu of dividends declared from the date of grant to the date of vesting.

Stock Options

Stock options are granted at a price equal to the quoted market price per share of the Company’s common stock on the date of grant. Employee stock options generally vest ratably over a four to five year period and expire seven years from the date of grant.

The Company did not grant any stock options during 2015. The following table summarizes the range of assumptions used to estimate the fair values of stock options granted for the indicated periods:



	Year ended December 31,
	2014	2013

Risk-free interest rate	1.10-2.03%	1.55%
Expected life	3.8-6.0 years	3.9 years
Expected stock price volatility	50-51%	51%
Expected dividend yield	2.85-3.40%	3.10%

The following table summarizes the Company’s stock option activity and related information for the indicated periods:



	Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value

Outstanding as of December 31, 2012	144		$	17.36
Granted	127		16.80
Canceled	(11	)	17.36
Outstanding as of December 31, 2013	260		17.09
Granted	94		16.68
Exercised	(14	)	17.36
Canceled	(161	)	17.21
Outstanding as of December 31, 2014	179		16.74
Granted	—		—
Exercised	(23	)	17.13
Canceled	(29	)	17.54
Outstanding as of December 31, 2015	127		16.50		5.1	$	—

The weighted average grant date fair value of stock options granted during the year ended December 31, 2014 was $5.67. At December 31, 2015, there were 28 thousand exercisable options outstanding. As of December 31, 2015, total unrecognized compensation expense related to non-vested stock options was $0.4 million, which is expected to be recognized over a weighted-average period of 2.8 years.