STOCK-BASED COMPENSATION

On May 3, 2011, the Company's shareholders approved the 2011 Incentive Stock Plan (the "Plan"), which was amended on May 6, 2014. The Plan's purpose is to enhance the profitability and value of the Company for the benefit of its shareholders by attracting, retaining, and motivating officers and other key employees who make important contributions to the success of the Company. The Plan initially reserved 750,000 shares of the Company's common stock (as such amount may be adjusted in accordance with the terms of the Plan, the "Authorized Plan Amount") to be issued for grants of several different types of incentives including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock incentives, and performance share incentives. Any shares of common stock granted under options or stock appreciation rights prior to May 6, 2014 shall be counted against the Authorized Plan Amount on a one-for-one basis and any shares of common stock granted as awards other than options or stock appreciation rights shall be counted against the Authorized Plan Amount as two (2) shares of common stock for every one (1) share of common stock subject to such award. On May 6, 2014, the Company's Board of Directors approved an amendment to the plan to (a) increase the number of shares available for the plan to 1,500,000, and (b) change the ratio of shares of common stock granted as awards other than options or stock appreciation rights to be counted against the Authorized Plan Amount as 1.75 shares of common stock for every one (1) share of common stock subject to such award. Authorized and issued shares of common stock or previously issued shares of common stock purchased by the Company for purposes of the Plan may be issued under the Plan.

Stock-based compensation to employees is recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations based on the fair value at the grant date of the award. These non-cash compensation costs were included in the "Depreciation and amortization" amounts in the Consolidated Statements of Cash Flows.

A summary of stock-based compensation expense is as follows (in thousands):



	Year Ended December 31,
	2014			2013		2012
Restricted stock/unit awards	$	409		$	363	$	421
Performance share incentives	(80		)	258		241
Total stock-based compensation expense	$	329		$	621	$	662

Restricted stock/unit awards, performance share incentives and stock options are the only award types currently outstanding. Restricted stock/unit awards and performance share incentives are discussed below. Stock option activity is not significant.

Restricted Stock/Unit Awards

Restricted stock/units (the "RSA") are awarded to employees. RSAs vest at the end of the service period and are subject to forfeiture as well as transfer restrictions. During the vesting period, the RSAs are held by the Company and the recipients are entitled to exercise rights pertaining to such shares, including the right to vote such shares.

The RSAs are valued based on the closing market price of the Company's common stock on the date of the grant. There were no RSAs granted during 2014. The total deferred compensation associated with the RSAs awarded in both 2013 and 2012 was $0.6 million. The deferred compensation is being amortized on a straight-line basis over four years for all outstanding RSAs.

All outstanding RSAs are unvested. A summary of the RSA activity is as follows (in shares):



	Year Ended December 31,
	2014			2013			2012
RSAs outstanding at beginning of year	165,875			212,340			264,640
Awarded	—			45,375			70,500
Vested	—			(91,840		)	(111,300		)
Canceled or forfeited	(5,700		)	—			(11,500		)
RSAs outstanding at end of year	160,175			165,875			212,340

Unamortized deferred compensation cost (in millions)	$	0.7		$	1.2		$	0.9
Expected weighted-average recognition period for unrecognized compensation cost (in years)	1.64			2.64			2.63

Performance Share Incentives

Performance share incentives ("PSI") are awarded to certain employees. PSIs are expressed as shares of the Company's common stock. They are earned only if the Company meets specific performance targets over the specified performance period. During this period, PSI recipients have no voting rights. When dividends are declared, such dividends are deemed to be paid to the recipients. The Company withholds and accumulates the deemed dividends until such point that the PSIs are earned. If the PSIs are not earned, the accrued dividends are forfeited. The payment of PSIs can be in cash, or in the Company's common stock, or a combination of the two, at the discretion of the Company. The PSIs were first awarded to employees in 2011.

All outstanding PSIs are unvested. A summary of the PSI activity is as follows (in shares):



	Year Ended December 31,
	2014			2013		2012
PSIs outstanding at beginning of year	105,875			102,500		54,000
Awarded	—			3,375		52,500
Canceled or forfeited	(1,875		)	—		(4,000		)
PSIs outstanding at end of year	104,000			105,875		102,500

Unamortized deferred compensation cost (in millions)	$	0.6		$	0.5	$	0.7
Expected weighted-average recognition period for unrecognized compensation cost (in years)	2.13			3.16		4.16

The PSIs are valued based on the closing market price of the Company's common stock on the date of the grant. There were no PSIs awarded in 2014. The total deferred compensation associated with the PSIs awarded in 2013 and 2012 was $0.1 million and $0.5 million, respectively. The deferred compensation is being recognized into earnings based on the passage of time and achievement of performance targets.