Share-Based Compensation Plans

9 Months Ended

Sep. 30, 2014

Share-based compensation plans [Abstract]

Note 7 – Share-based compensation plans

We have share-based compensation plans to retain employees and non-employee directors and to more closely align their interests with those of our shareholders.

The 2005 Equity Incentive Plan (the “2005 Plan”) and the 2013 Equity Incentive Plan (the “2013 Plan”) permit grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2013 Plan also permits cash awards to eligible employees. The 2005 Plan was replaced by the 2013 Equity Incentive Plan effective in February 2013. No further grants of awards will be made under the 2005 Plan.

Directors are eligible for share-based awards through the Non-Employee Directors’ Equity Plan (the “Directors’ Plan”). To date, we have granted only deferred stock units under the Directors’ Plan. There are also outstanding stock options granted to directors under a prior plan, the Non-Employee Directors’ Stock Option Plan (the “Prior Directors’ Plan”).

At September 30, 2014, outstanding awards under these plans include performance share units (“PSUs”), market share units (“MSUs”), restricted stock units (“RSUs”), deferred stock units (“DSUs”) and stock options (“NQSOs”).

We have a compensation recoupment policy that requires the return of compensation to the Company under certain circumstances. In the second quarter of 2014, we concluded that employees and the Company did not have a mutual understanding of the terms and conditions of equity awards subject to the policy because the policy provided the Company with discretion as to how the policy could be applied. As a result, we concluded that there was not a grant date for the awards for accounting purposes as described in ASC Topic 718 Stock Compensation. We recognized $4.2 million of expense during the second quarter of 2014 ($3.4 million net of tax) for the cumulative effect of this accounting error. Prior periods were not materially affected. We modified our recoupment policy in July 2014 to establish a grant date for accounting purposes.


		Number of shares

(in thousands of shares)			PSUs	MSUs	RSUs	DSUs	NQSOs

Balance as of December 31, 2013			199.3	96.2	396.4	19.2	1,475.0
Granted			189.3	82.9	139.1	28.3	-
Cancelled awards			(3.8)	-	(6.8)	-	(610.0)
Vested			-	-	(146.5)	(19.2)	-
Exercised			-	-	-	-	(18.0)
	Balance as of September 30, 2014^(a)		384.8	179.1	382.2	28.3	847.0

Weighted average grant date fair value		$	24.06	25.47	26.46	24.70	5.83

For PSUs, MSUs, RSUs and DSUs, represents unvested awards. For NQSOs, represents outstanding vested and unvested awards.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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