SHARE-BASED COMPENSATION

As of December 31, 2013, there were two share-based compensation plans under which the Company has outstanding awards, the 2012 Plan and the 1993 Plan, as defined below. The Compensation Committee of the Board of Directors (the “Committee”) administers the plans. The Company can elect to make new awards under one of these plans, the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. The Company did not issue any new awards under the CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan ("the 1993 Plan"), which was approved by the Company's shareholders in May 2003, between the adoption of the 2012 Plan to replace the 1993 Plan in May 2012 and the termination of the 1993 Plan (as to new awards) on May 5, 2013. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plans.

The share-based compensation cost that was charged against income for the plans was $2,682, $3,704 and $1,687 for 2013, 2012 and 2011, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. Share-based compensation cost capitalized as part of real estate assets was $202, $128 and $166 in 2013, 2012 and 2011, respectively.

Stock Options

Stock options issued under the plans allow for the purchase of common stock at the fair market value of the stock on the date of grant. Stock options granted to officers and employees vest and become exercisable in equal installments on each of the first five anniversaries of the date of grant and expire 10 years after the date of grant. Stock options granted to independent directors are fully vested upon grant; however, the independent directors may not sell, pledge or otherwise transfer their stock options during their board term or for one year thereafter. No stock options have been granted since 2002.

There was no activity related to stock options in 2013 as all outstanding options were either exercised or canceled during 2012. The total intrinsic value of options exercised during 2012 and 2011 was $177 and $509, respectively.

Stock Awards

Under the plans, common stock may be awarded either alone, in addition to, or in tandem with other stock awards granted under the plans. The Committee has the authority to determine eligible persons to whom common stock will be awarded, the number of shares to be awarded and the duration of the vesting period, as defined. Generally, an award of common stock vests either immediately at grant, in equal installments over a period of five years or in one installment at the end of periods up to five years. Stock awarded to independent directors is fully vested upon grant; however, the independent directors may not transfer such shares during their board term. The Committee may also provide for the issuance of common stock under the plans on a deferred basis pursuant to deferred compensation arrangements. The fair value of common stock awarded under the plans is determined based on the market price of the Company’s common stock on the grant date and the related compensation expense is recognized over the vesting period on a straight-line basis.

A summary of the status of the Company’s stock awards as of December 31, 2013, and changes during the year ended December 31, 2013, is presented below:



	Shares		Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2013	346,860		$	17.06
Granted	352,816		$	20.17
Vested	(209,470	)	$	18.41
Forfeited	(11,990	)	$	18.45
Nonvested at December 31, 2013	478,216		$	18.72

The weighted average grant-date fair value of shares granted during 2013, 2012 and 2011 was $20.17, $19.09 and $17.48, respectively. The total fair value of shares vested during 2013, 2012 and 2011 was $4,305, $4,573 and $1,276, respectively.

As of December 31, 2013, there was $7,518 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted average period of 3.9 years. In February 2014, the Company granted 208,450 shares of restricted stock to its employees that will vest over the next five years.