Note 11 - Stock Based Compensation

12 Months Ended

Dec. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

(11)         Stock Based Compensation

2003 Stock Incentive Plan

Our 2003 Stock Incentive Plan, as amended, (the “2003 Plan”) allows for the granting of up to a total of 2.8 million nonqualified stock options and shares of restricted stock to our officers, key employees, directors and consultants. Our plan is administered by the Compensation Committee of the Board of Directors and permit accelerated vesting of outstanding awards upon the occurrence of certain changes in control. Options become exercisable over a period of up to five years from the date of grant with expiration dates up to ten years from the date of grant and at exercise prices of not less than market value, as determined by the Board of Directors. Restricted stock grants vest over a period up to five years from the date of grant. Beginning in 2004, the expiration date of options granted was reduced to six years.

At December 31, 2012, 667,859 shares of Class A common stock were available for future grants.

Activity under our stock incentive plans was as follows:

	Shares subject to options			Weighted average exercise price		Aggregate intrinsic value (in millions)		Weighted average remaining contractual term (in years)
Balance, December 31, 2011		811,176		$	12.69
Granted		-			-
Forfeited		(59,793	)		9.12
Expired		(90,000	)		31.67
Exercised		(407,884	)		13.02
Balance, December 31, 2012		253,499		$	6.26	$	7.9	1.6
Exercisable, December 31, 2012		253,499		$	6.26	$	7.9	1.6

	Non-vested stock grants			Weighted average grant date fair value
Balance, December 31, 2011		590,550		$	8.72
Granted		225,664			23.82
Vested		(144,591	)		11.19
Forfeited		(19,680	)		10.25
Balance, December 31, 2012		651,943		$	13.35

We estimate the fair value of stock options using the Black-Scholes valuation model. This valuation model takes into account the exercise price of the award, as well as a variety of significant assumptions. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

Compensation expense related to stock options granted in 2010 is based on values calculated using the Black-Scholes valuation model. No stock options were granted in 2011 or 2012. Below are the significant assumptions used in the Black-Scholes valuation model:

Year Ended December 31,	2010
Risk-free interest rate(1)		2.53	%
Dividend yield(2)		2.54	%
Expected term(3) (in years)	4.2
Volatility(4)		81.22	%
Discount for post-vesting restrictions		0.0	%

(1)  The risk-free interest rate for each grant is based on the U.S. Treasury yield curve in effect at the time of grant for a period equal to the expected term of the stock option.

(2)  The dividend yield is calculated as a ratio of annualized expected dividends per share to the market value of our common stock on the date of grant.

(3)  The expected term is calculated based on the observed and expected time to post-vesting exercise behavior of identifiable employee groups.

(4)  The expected volatility is estimated based on a weighted average of historical volatility of our common stock.

Compensation expense related to non-vested stock is based on the intrinsic value on the date of grant as if the stock is vested.

We amortize stock-based compensation on a straight-line basis over the vesting period of the individual award with estimated forfeitures considered. Shares to be issued upon the exercise of stock options will come from newly issued shares.

As of December 31, 2012, unrecognized stock-based compensation related to outstanding, but unvested stock options and stock awards was $5.1 million, which will be recognized over the remaining weighted average vesting period of 2.0 years.

2009 Employee Stock Purchase Plan

The 2009 Employee Stock Purchase Plan (the “2009 ESPP”) allows for the issuance of 1,500,000 shares of our Class A common stock. The 2009 ESPP replaced the 1998 Employee Stock Purchase Plan, which was terminated. The 2009 ESPP is intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended, and is administered by the Compensation Committee of the Board of Directors.

Eligible employees are entitled to defer up to 10% of their base pay for the purchase of stock, up to $25,000 of fair market value of our Class A common stock annually. The purchase price is equal to 85% of the fair market value at the end of the purchase period. During 2012, a total of 143,071 shares were purchased under the 2009 ESPP at a weighted average price of $24.28 per share, which represented a weighted average discount from the fair market value of $4.29 per share. As of December 31, 2012, 681,293 shares remained available for purchase under the 2009 ESPP.

Compensation expense related to our 2009 ESPP is calculated based on the 15% discount from the per share market price on the date of grant.

RSU Grants

In the first quarter of 2012, we granted 168,000 restricted stock units (“RSUs”) to certain employees, of which grants to executives and other key employees are subject to performance measures discussed below. Each grant entitles the holder to receive shares of our Class A common stock upon vesting. A quarter of the RSUs vest on each of the second and third anniversaries of the grant date and the remaining RSUs vest on the fourth anniversary of the grant date.

Our executives and other key employees received 89,000 of the 168,000 RSUs granted based on attaining a target level of earnings per share for 2012. The RSUs are subject to forfeiture, in whole or in part, based upon 2012 minimum performance measures and continuation of employment. If minimum performance measures were met, the number of RSUs received under these grants was subject to attainment of specific earnings per share thresholds. Each earnings per share threshold specified an attainment level ranging from 75% to 150% of the base number of units identified in the grant.  Failure to achieve the minimum performance threshold in 2012 would have resulted in forfeiture of the entire grant. The final attainment was calculated at 150% using the 2012 adjusted net income per share from continuing operations for a total award of 133,500 RSUs. After final attainment, these RSUs vest over four years. We initially estimated compensation expense, based on a fair value methodology and a 133% attainment level, of $4.2 million related to the RSUs. We increased the estimated compensation expense to $4.6 million based on the final attainment level of 150%. Total compensation expense is being recognized over the vesting period. Of this amount, $1.0 million was recognized in 2012.

In the second quarter of 2012, we granted RSUs covering 12,870 shares of our Class A common stock to members of our Board of Directors. These awards vest 25% on the first day of each month following our quarterly board meetings. We estimated compensation expense, based on a fair value methodology, of $0.4 million related to these RSUs, which is being recognized over the vesting period. Of this amount, $0.3 million was recognized in 2012.

Stock-Based Compensation

Certain information regarding our stock-based compensation was as follows:

Year Ended December 31,	2012		2011		2010
Weighted average grant-date fair value per share of stock options granted	$	-	$	-	$	4.19
Per share intrinsic value of non-vested stock granted		23.82		13.58		6.02
Weighted average per share discount for compensation expense recognized under the 2009 ESPP		4.29		2.56		1.11
Total intrinsic value of stock options exercised (in millions)	7.2		1.5		1.1
Fair value of non-vested stock that vested during the period (in millions)	3.5		0.7		0.4
Stock-based compensation recognized in results of operations, as a component of selling, general and administrative expense - excludes compensation expense related to an option granted to one of our executives.  See Note 18. (in millions)	3.1		2.3		1.8
Tax benefit recognized in Consolidated Statements of Operations (in millions)	1.0		0.7		0.5
Cash received from options exercised and shares purchased under all share-based arrangements (in millions)	8.8		5.8		4.2
Tax deduction realized related to stock options exercised (in millions)	4.1		0.9		0.5