15. SHARE-BASED COMPENSATION PLANS

In May 2014, the Corporation adopted the Curtiss Wright 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”). The plan replaces the Corporation's existing 2005 Long Term Incentive Plan and the 2005 Stock Plan for Non-Employee Directors (collectively the “2005 Stock Plans”). Beginning May 2014, all awards were granted under the 2014 Omnibus Plan. The maximum aggregate number of shares of common stock that may be issued under the 2014 Omnibus Plan will be 2,400,000 less one share of common stock for every one share of common stock granted under any Prior Plan after December 31, 2013 and prior to the effective date of the 2014 Omnibus Plan. In addition, any awards that were previously granted under any Prior Plan that terminate without issuance of shares, shall be eligible for issuance under the 2014 Omnibus Plan. Awards under the 2014 Omnibus Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units (RSU), other stock-based awards, and performance share units (PSU) or cash based performance units (PU).

During 2014, the Corporation granted awards in the form of RSUs, PSUs, PUs, and restricted stock. Previous grants under the 2005 Stock Plans included non-qualified stock options. Under our employee benefit program, the Corporation also provides an Employee Stock Purchase Plan (ESPP) available to most active employees. Certain awards provide for accelerated vesting if there is a change in control.

The compensation cost for employee and non-employee director share-based compensation programs during 2014, 2013, and 2012 is as follows:



(In thousands)	2014		2013		2012
Non-qualified stock options	$	—	$	238	$	942
Employee Stock Purchase Plan	1,350		1,260		1,303
Performance Share Units	3,728		3,495		3,179
Restricted Share Units	2,655		1,700		3,237
Other share-based payments	767		657		767
Total share-based compensation expense before income taxes	$	8,500	$	7,350	$	9,428

Other share-based payments include restricted stock awards to non-employee directors, who are treated as employees as prescribed by the accounting guidance on share-based payments. The compensation cost recognized follows the cost of the employee, which is primarily reflected as General and administrative expenses in the Consolidated Statements of Earnings. No share-based compensation costs were capitalized during 2014, 2013, or 2012.

The following table summarizes the cash received from share-based awards and the Corporation's tax benefit recognized on share-based compensation:



(In thousands)	2014		2013		2012
Cash received from share-based awards	$	38,183	$	29,194	$	15,137
Recognized tax benefit on awards	$	9,610	$	3,199	$	1,371

A summary of employee stock option activity is as follows:



	Shares (000’s)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value (000’s)
Outstanding at December 31, 2013	2,321		$	33.69
Granted	—		—
Exercised	(872	)	33.45
Forfeited	(6	)	29.66
Outstanding at December 31, 2014	1,443		$	33.86	4.3	$	53,002
Exercisable at December 31, 2014	1,443		$	33.86	4.3	$	53,002

The total intrinsic value of stock options exercised during 2014, 2013, and 2012 was $28.3 million, $11.4 million, and $3.1 million, respectively.

Performance Share Units

The Corporation has granted performance share units to certain employees, whose 3 year cliff vesting is contingent upon how the Corporation's total shareholder return over the three-year term of the awards compares to that of a self-constructed peer group. The non-vested shares are subject to forfeiture if established performance goals are not met or employment is terminated other than due to death, disability, or retirement. Share plans are denominated in share-based units based on the fair market value of the Corporation’s Common stock on the date of grant. The performance share unit’s compensation cost is amortized to expense on a straight-line basis over the three-year requisite service period. As forfeiture assumptions change, compensation cost will be adjusted on a cumulative basis in the period of the assumption change.

Restricted Share Units

Restricted share units cliff vest at the end of the awards’ vesting period. The restricted share units contain only a service condition, and thus compensation cost is amortized to expense on a straight-line basis over the requisite service period, which is typically 3 years. The non-vested restricted stock is subject to forfeiture if employment is terminated other than due to death or disability.

A summary of the Corporation’s 2014 activity related to performance share units and restricted share units are as follows:



	Performance Share Units (PSUs)				Restricted Share Units (RSUs)
	Shares/Units (000’s)		Weighted- Average Fair Value		Shares/Units (000’s)		Weighted- Average Fair Value
Nonvested at December 31, 2013	368		$	35.52	319		$	36.53
Granted	51		82.79		38		70.28
Vested	(89	)	29.88		(92	)	33.01
Forfeited	(18	)	46.71		(19	)	37.02
Nonvested at December 31, 2014	312		$	44.12	246		$	43.03
Expected to vest at December 31, 2014	312		$	44.12	246		$	43.03

Nonvested PSUs had an intrinsic value of $22.0 million and unrecognized compensation costs of $8.6 million as of December 31, 2014. Nonvested RSUs had an intrinsic value of $17.3 million and unrecognized compensation costs of $5.9 million. Unrecognized compensation costs related to PSUs and RSUs are expected to be recognized over periods of 2.3-2.7 years.

Employee Stock Purchase Plan

The Corporation’s ESPP enables eligible employees to purchase the Corporation’s Common stock at a price per share equal to 85% of the fair market value at the end of each offering period. Each offering period of the ESPP lasts six months, commencing on January 1st and July 1st of each year. The Corporation has reserved 1,200,000 shares from Treasury to satisfy the issuance of shares under the ESPP.

During 2014, there were 166,948 shares purchased under the ESPP. As of December 31, 2014, the Corporation has withheld $4.5 million from employees, the equivalent of 73,929 shares. Compensation cost is recognized on a straight-line basis over the six-month vesting period during which employees perform related services.