Share-Based Compensation

As discussed in Note 13, the Company had a three-for-two stock split effective July 16, 2014. All share information herein has been updated to reflect the effect of this stock split.

We have historically maintained a stock option plan for key employees, directors and consultants (“the 1992 Plan”). The 1992 Plan provided for 14.9 million shares to be issued under the plan in the form of stock options. Under the terms of the plan, the exercise price of shares granted may not be less than 85% of the fair market value at the date of the grant. Options granted to directors prior to May 25, 2004, vest one year from the date of grant and are exercisable for nine years thereafter. Options granted to directors on or after May 25, 2004, vest one-third each year, commencing one year after the date of grant. All other options granted vest at a rate of 20% per year, commencing one year after date of grant, and are exercisable during years 2-10.

On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (“LTIP”) which provides an additional 3.3 million shares that can be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance units and performance awards. Since inception of the Plan, non-qualified stock options and restricted stock awards have been granted with the same vesting schedule as the previous plan. Under the LTIP, the exercise price of shares granted may not be less than 100% of the fair market value at the date of the grant.

The total pre-tax compensation cost related to unvested stock options not yet recognized as of December 31, 2014 is $2.1 million and is expected to be recognized over a weighted-average period of 2.05 years.

The following weighted average assumptions were used to determine the fair value of the stock options granted on the original grant date for expense recognition purposes for options granted during December 31, 2014, 2013 and 2012 using a Black Scholes-Merton Model:



	2014		2013		2012

Director and Officers:
Expected dividend yield	N/A		1.19	%	1.22	%
Expected volatility	N/A		47.08	%	47.54	%
Risk-free interest rate	N/A		1.55	%	1.19	%
Expected life (in years)	N/A		7		7
Employees:
Expected dividend yield	2.06	%	1.14	%	1.22	%
Expected volatility	44.85	%	45.92	%	45.99	%
Risk-free interest rate	2.26	%	1.40	%	1.19	%
Expected life (in years)	8		8		8

The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of our stock over time periods equal to the expected life at grant date.

The following is a summary of stock options vested and exercisable as of December 31, 2014:



		Weighted Average	Weighted
Range of	Number	Remaining	Average
Exercise	of	Contractual	Exercise		Intrinsic
Prices	Shares	Life	Price		Value
					(in thousands)
$3.21 - 6.89	411,553	3.46	$	5.16	$	7,113
$7.13 - 8.17	81,050	6.54	7.27		1,226
$8.65 - 21.14	175,527	6.53	8.76		2,392
Total	668,130	4.64	$	6.36	$	10,731

The following is a summary of stock options vested and exercisable as of December 31, 2013:



		Weighted Average	Weighted
Range of	Number	Remaining	Average
Exercise	of	Contractual	Exercise		Intrinsic
Prices	Shares	Life	Price		Value
					(in thousands)
$3.21 - 6.89	422,003	4.09	$	4.85	$	6,941
$7.13 - 8.17	63,225	7.45	7.24		889
$8.65 - 9.34	97,887	8.38	8.65		1,238
Total	583,115	5.17	$	5.75	$	9,068

The following is a summary of stock options vested and exercisable as of December 31, 2012:



		Weighted Average	Weighted
Range of	Number	Remaining	Average
Exercise	of	Contractual	Exercise		Intrinsic
Prices	Shares	Life	Price		Value
					(in thousands)
$3.21 - 4.31	149,288	2.86	$	3.57	$	851
$4.54 - 5.77	303,863	5.22	4.79		1,362
$6.09 - 8.13	112,725	7.86	6.95		263
Total	565,876	5.12	$	4.90	$	2,476

A summary of option activity under the plan is as follows:



			Weighted Average Exercise
Options	Shares		Price

Outstanding at December 31, 2013	1,398,090		$	7.23
Granted	87,090		20.30
Exercised	(207,687	)	6.34
Forfeited or Expired	(43,582	)	11.11
Outstanding at December 31, 2014	1,233,911		$	8.16
Exercisable at December 31, 2014	668,130		$	6.36

The total intrinsic value of options exercised during December 31, 2014, 2013 and 2012 was $2.8 million, $2.7 million and $4.0 million, respectively. The cash received from options exercised during December 31, 2014, 2013 and 2012 was $1.3 million, $1.5 million and $2.0 million, respectively. The impact of these cash receipts is included in financing activities in the accompanying Consolidated Statements of Cash Flows.

Since 2007, as part of the LTIP, the Compensation Committee of the Board of Directors has authorized and issued restricted stock awards to directors and key employees. Restricted stock awards granted to directors vest one-third each year. All other restricted stock awards vest at a rate of 20% per year. The fair value of restricted stock awards is based on the fair market value of AAON common stock on the respective grant dates, reduced for the present value of dividends.

These awards are recorded at their fair value on the date of grant and compensation cost is recorded using straight-line vesting over the service period. At December 31, 2014, unrecognized compensation cost related to unvested restricted stock awards was approximately $5.6 million which is expected to be recognized over a weighted average period of 2.48 years.

A summary of the unvested restricted stock awards is as follows:



			Weighted Average Grant date
Restricted stock	Shares		Fair Value

Unvested at December 31, 2013	236,009		$	12.77
Granted	266,144		18.88
Vested	(72,902	)	11.57
Forfeited	(14,405	)	16.89
Unvested at December 31, 2014	414,846		$	16.76

A summary of share-based compensation is as follows for the years ending December 31, 2014, 2013 and 2012:



	2014		2013		2012
Grant date fair value of awards during the period:	(in thousands)
Options	$	817	$	841	$	2,569
Restricted stock	5,024		2,306		830
Total	$	5,841	$	3,147	$	3,399



	2014		2013		2012
Share-based compensation expense:	(in thousands)
Options	$	898	$	1,170	$	958
Restricted stock	1,280		593		336
Total	$	2,178	$	1,763	$	1,294



	2014		2013		2012
Income tax benefit related to share-based compensation:	(in thousands)
Options	$	979	$	715	$	370
Restricted stock	260		128		23
Total	$	1,239	$	843	$	393