Share-Based Compensation

The following table summarizes share-based compensation expense:



	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2014			2013			2014			2013
Restricted stock	$	653		$	802		$	2,066		$	2,522
Performance unit incentive plan (“PUP”)	(600		)	347			(505		)	871
Restricted stock units	6			3			1			104
Stock options	—			50			—			72
Share-based compensation before income tax benefit	59			1,202			1,562			3,569
Income tax benefit	(17		)	(445		)	(587		)	(1,326		)
Share-based compensation, net of income tax benefit	$	42		$	757		$	975		$	2,243

For the three months ended September 30, 2014, Viad recorded share-based compensation expense of $0.2 million through restructuring expense. For the nine months ended September 30, 2014, Viad recorded a reversal of share-based compensation expense of $0.1 million through restructuring expense.

On January 24, 2014, Viad announced that its Board of Directors declared a special cash dividend of $1.50 per share, or $30.5 million in the aggregate, which was paid on February 14, 2014. In accordance with the mandatory provisions of the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”) and the 1997 Viad Corp Omnibus Incentive Plan, the Human Resources Committee of Viad’s Board of Directors approved equitable adjustments to the outstanding long-term incentive awards of stock options and PUP awards issued pursuant to those plans in order to prevent the special dividend from diluting the rights of participants under those plans. The equitable adjustment to the outstanding stock options reduced the exercise price and increased the number of shares of common stock underlying such options. The equitable adjustment to the PUP awards reflects the effect of the special dividend, but will be paid only if certain performance goals are met at the end of the 3-year performance period.

The following table summarizes the activity of the outstanding share-based compensation awards:



	Restricted Stock				PUP Awards				Restricted Stock Units
	Shares		Weighted-Average Grant Date Fair Value		Units		Weighted-Average Grant Date Fair Value		Units		Weighted-Average Grant Date Fair Value
Balance, December 31, 2013	430,899		$	22.78	299,768		$	23.46	28,560		$	22.91
Granted	89,800		23.81		123,300		23.71		6,700		24.95
Vested	(137,187	)	22.59		(94,600	)	23.01		(9,890	)	23.45
Forfeited	(17,840	)	22.13		(7,800	)	24.93		(500	)	27.32
Balance, September 30, 2014	365,672		23.14		320,668		23.66		24,870		23.16

As of September 30, 2014, the unamortized cost of all outstanding restricted stock awards was $3.0 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 2.0 years. During the nine months ended September 30, 2014 and 2013, the Company repurchased 45,711 shares for $1.1 million and 48,937 shares for $1.3 million, respectively, related to tax withholding requirements on vested share-based awards. As of September 30, 2014, there were 912,668 total shares available for future grant in accordance with the provisions of the 2007 Plan.

As of September 30, 2014 and December 31, 2013, Viad had liabilities recorded of $2.3 million and $5.9 million, respectively, related to PUP awards. In March 2014, the PUP units granted in 2011 vested and cash payouts totaling $2.9 million were distributed. There were no PUP awards that vested during the nine months ended September 30, 2013.

As of September 30, 2014 and December 31, 2013, Viad had aggregate liabilities recorded of $0.4 million and $0.7 million, respectively, related to restricted stock unit liability awards. In February 2014, portions of the 2009, 2010 and 2011 restricted stock unit awards vested and cash payouts totaling $0.2 million were distributed. Similarly, in February 2013 portions of the 2009 and 2010 restricted stock unit awards vested and cash payouts of $0.3 million were distributed.

The following table summarizes stock option activity:



	Shares		Weighted- Average Exercise Price		Options Exercisable
Options outstanding at December 31, 2013	314,323		$	19.79	314,323
Exercised	(66,076	)	18.53
Forfeited or expired	(18,522	)	35.28
Award modification	17,865		N/A
Options outstanding at September 30, 2014	247,590		$	17.82	247,590

As of September 30, 2014, there were no unrecognized costs related to non-vested stock option awards. As previously discussed, the equitable adjustment to the outstanding stock options resulting from the February 14, 2014 special cash dividend reduced the exercise price and increased the number of shares of common stock underlying such options as reflected on the “Award modification” line above.