9. SHAREHOLDERS' EQUITY:

Preferred Stock

The holders of Series A preferred stock are entitled to one-tenth of a vote per share on all matters presented to a vote of shareholders generally, voting as a class with the holders of common stock, and are not entitled to any dividends or distributions other than in the event of a liquidation of the Company, in which case the holders of the Series A preferred stock are entitled to a $100 liquidation preference per share. Each share of the Series B convertible preferred stock is convertible into 28 shares of common stock and a monthly dividend per share of $.50. The holders of the Series B convertible stock are also entitled to a $100 liquidation preference per share after payment of the distributions to the holders of the Series A preferred stock and to one-tenth of a vote per share on all matters presented to a vote of shareholders generally, voting as a class with the holders of the common stock. Of the 10,000,000 authorized shares of Preferred Stock, 8,000,000 shares are available for future designation.

Restricted Stock

Under a restricted stock plan approved by DXP's shareholders in July 2005 (the “Restricted Stock Plan”), directors, consultants and employees may be awarded shares of DXP's common stock. The shares of restricted stock granted to employees as of December 31, 2011, vest 20% each year for five years after the date of grant, 33.3% each year for three years after the grant date or 10% each year for ten years after the grant date. The shares of restricted stock granted to non-employee directors of DXP vest 100% one year after the grant date. The Restricted Stock Plan provides for a grant to each non-employee director of DXP, consisting of the number of whole shares calculated by dividing $75,000 by the closing price of the common stock on the July 1 of the award year. The fair value of restricted stock awards is measured based upon the closing prices of DXP's common stock on the grant dates and is recognized as compensation expense over the vesting period of the awards.

The following table provides certain information regarding the shares authorized, granted and available for future grant under the Restricted Stock Plan at December 31, 2011

Number of shares authorized for grants	600,000
Number of shares granted	611,954
Number of shares forfeited	60,738
Number of shares available for future grants	48,784
Weighted-average grant price of granted shares	$17.19

Changes in non-vested restricted stock for 2009, 2010 and 2011 were as follows:

	Number Of Shares	Weighted Average Grant Price
Non-vested at December 31, 2009	223,448	$15.29
Granted	93,781	$15.92
Forfeited	(37,287)	$17.08
Vested	(99,886)	$12.32
Non-vested at December 31, 2010	180,056	$16.15
Granted	117,292	$24.79
Forfeited	(687)	$17.29
Vested	(68,069)	$14.40
Non-vested at December 31, 2011	228,592	$21.10

Compensation expense recognized for restricted stock in the years ended December 31, 2009, 2010 and 2011 was $1,555,000, $973,000 and 1,256,000 respectively. Related income tax benefits recognized in earnings were approximately $622,000, $389,000 and $502,000 in 2009, 2010 and 2011, respectively. Unrecognized compensation expense under the Restricted Stock Plan was $2,423,000 and $4,051,000, respectively, at December 31, 2010 and 2011. As of December 31, 2011, the weighted average period over which the unrecognized compensation expense is expected to be recognized is 29.6 months.

Stock Options

The DXP Enterprises, Inc. 1999 Employee Stock Option Plan, the DXP Enterprises, Inc. Long-Term Incentive Plan and the DXP Enterprises, Inc. Director Stock Option Plan authorized the grant of options to purchase 1,800,000, 660,000 and 400,000 shares of the Company's common stock, respectively. In accordance with these stock option plans that were approved by the Company's shareholders, options were granted to key personnel for the purchase of shares of the Company's common stock at prices not less than the fair market value of the shares on the dates of grant. Most options could be exercised not earlier than 12 months nor later than 10 years from the date of grant. No future grants will be made under these stock option plans. Activity during 2009, 2010 and 2011 with respect to the stock options follows:

	Shares	Options Price Per Share	Weighted Average Exercise Price	Aggregate Intrinsic Value
Outstanding and exercisable at December 31, 2008	58,000	$1.25 - $3.36	$2.33	$ 712,000
Exercised	(8,000)	$1.25	$1.25	$ 85,000
Outstanding and exercisable at December 31, 2009	50,000	$1.25 - $3.36	$2.50	$ 529,000
Exercised during 2010	(50,000)	$1.25 - $3.36	$2.50	$ 489,000
Outstanding and exercisable at December 31, 2010 and 2011	-	-	-	-

Cash received from stock options exercised during 2009, 2010 and 2011 was $10,000, $125,000 and zero, respectively. The weighted average remaining contractual life was 4.0 years at December 31, 2009.

Certain Equity Related Transactions

During 2009 and 2010, employees and directors of DXP exercised non-qualified stock options. DXP received a tax deduction for the amount of the difference between the exercise price and the fair market value of the shares recognized as income by the individuals exercising the options. The after tax benefit of the tax deduction is accounted for as an increase in paid-in capital.

Earnings Per Share

Basic earnings per share is computed based on weighted average shares outstanding and excludes dilutive securities. Diluted earnings per share is computed including the impacts of all potentially dilutive securities. The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2009, 2010 and 2011.

	2009	2010	2011
	(in Thousands, except per share amounts)
Basic:
Basic weighted average shares outstanding	13,117	13,821	14,301
Net income (loss)	$(42,412)	$ 19,381	$ 31,437
Convertible preferred stock dividend	(90)	(90)	(90)
Net income (loss) attributable to common shareholders	$(42,502)	$ 19,291	$ 31,347
Per share amount	$(3.24)	$1.40	$2.19

Diluted:
Basic weighted average shares outstanding	13,117	13,821	14,301
Net effect of dilutive stock options based on the treasury stock method	-	7	-
Assumed conversion of convertible notes	-	153	-
Assumed conversion of convertible preferred stock	-	840	840
Total common and common equivalent shares outstanding	13,117	14,821	15,141
Net income (loss) attributable to common shareholders	$(42,502)	$ 19,291	$ 31,347
Interest on convertible notes, net of income taxes	-	142	-
Convertible preferred stock dividend	-	90	90
Net income (loss) for diluted earnings per share	$(42,502)	$ 19,523	$ 31,437
Per share amount	$(3.24)	$1.32	$2.08