STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2012

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 4 — STOCK-BASED COMPENSATION

During the three and six months ended June 30, 2012, total compensation expense recognized in the condensed consolidated statements of income related to both stock options and restricted stock awards reduced income before taxes by $4.1 million and $7.8 million, respectively, and net income by $2.4 million and $4.5 million, respectively.

During the three and six months ended June 30, 2011, total compensation expense recognized in the condensed consolidated statements of income related to both stock options and restricted stock awards reduced income before taxes by $3.3 million and $5.6 million, respectively, and net income by $1.9 million and $3.2 million, respectively.

The Company received $2.2 million and $2.9 million as of June 30, 2012 and June 30, 2011, respectively, in cash proceeds from stock option exercises. The net tax benefit recognized in equity for stock compensation plans was $157 thousand and $474 thousand for June 30, 2012 and June 30, 2011, respectively.

As of June 30, 2012, there are 4,366,140 shares available to be issued, subject to the Company’s current 1998 Stock Incentive Plan, as amended.

Stock Options

The Company issues fixed stock options to certain employees, officers, and directors. Stock options are issued at the current market price on the date of grant with a three-year or four-year vesting period and contractual terms of 7 or 10 years. The Company issues new shares upon the exercise of stock options.

A summary of activity for the Company’s stock options as of and for the six months ended June 30, 2012 is presented below:

					Weighted
			Weighted		Average	Aggregate
			Average		Remaining	Intrinsic
			Exercise		Contractual	Value
	Shares		Price		Term	(In thousands)
Outstanding at beginning of period	945,080		$	27.19
Granted	—		—
Exercised	(135,898	)	16.18
Forfeited	(84,698	)	35.92
Outstanding at end of period	724,484		$	28.23	1.92 years	$	1,278
Vested or expected to vest at end of period	722,811		$	28.28	1.92 years	$	1,252
Exercisable at end of period	707,750		$	28.71	1.88 years	$	1,018

A summary of changes in unvested stock options and related information for the six months ended June 30, 2012 is presented below:

			Weighted Average
			Grant Date Fair Value
Unvested Options	Shares		(per share)
Unvested at January 1, 2012	186,914		$	4.77
Granted	—		—
Vested	(161,526	)	4.47
Forfeited	(8,654	)	13.21
Unvested at June 30, 2012	16,734		$	3.26

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2012 (5)	2011 (5)	2012 (5)	2011
Expected term (1)	N/A	N/A	N/A	4 years
Expected volatility (2)	N/A	N/A	N/A	78.1	%
Expected dividend yield (3)	N/A	N/A	N/A	0.2	%
Risk-free interest rate (4)	N/A	N/A	N/A	1.6	%

(1)The expected term (estimated period of time outstanding) of stock options granted was estimated using the historical exercise behavior of employees.

(2)The expected volatility was based on historical volatility for a period equal to the stock option’s expected term.

(3)The expected dividend yield is based on the Company’s prevailing dividend rate at the time of grant.

(4)The risk-free rate is based on the U.S. Treasury strips in effect at the time of grant equal to the stock option’s expected term.

(5)The Company did not issue any stock options during the three and six months ended June 30, 2012 and the three months ended June 30, 2011.

During the three and six months ended June 30, 2012 and 2011, information related to stock options is presented as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Weighted average grant date fair value of stock options granted during the period (1)	N/A		N/A		N/A		$	13.21
Total intrinsic value of options exercised (in thousands)	$	280	$	855	$	855	$	2,052
Total fair value of options vested (in thousands)	$	671	$	119	$	3,672	$	1,263

(1)The Company did not issue any stock options during the three and six months ended June 30, 2012 and the three months ended June 30, 2011.

As of June 30, 2012, total unrecognized compensation cost related to stock options amounted to $55 thousand. The cost is expected to be recognized over a weighted average period of 1.1 years.

Restricted Stock Awards

In addition to stock options, the Company also grants restricted stock awards to directors, officers and employees. The restricted stock awards fully vest after one to five years of continued employment from the date of grant; some of the awards are also subject to achievement of certain established financial goals. The Company becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted stock when the restrictions are released and the shares are issued. Restricted stock awards are forfeited if officers and employees terminate prior to the lapsing of restrictions or if established financial goals are not achieved. The Company records forfeitures of issued restricted stock as treasury share repurchases.

A summary of the activity for the Company’s time-based and performance-based restricted stock awards as of June 30, 2012, including changes during the six months then ended, is presented below:

	June 30, 2012
	Restricted Stock Awards
	Time-Based				Performance-Based
			Weighted				Weighted
			Average				Average
	Shares		Price		Shares		Price
Outstanding at beginning of period	1,812,890		$	16.79	480,735		$	22.19
Granted	26,767		21.67		465,175		22.05
Vested	(89,497	)	26.44		(90,550	)	23.11
Forfeited	(108,662	)	17.15		(19,552	)	22.67
Outstanding at end of period	1,641,498		$	16.32	835,808		$	22.00

Restricted stock awards are valued at the closing price of the Company’s stock on the date of award. The weighted average fair values of time-based restricted stock awards granted during the period ended June 30, 2012 and 2011 were $21.67 and $21.02, respectively. The weighted average fair value of performance-based restricted stock awards granted during the period ended June 30, 2012 and 2011 were $22.05 and $23.11, respectively. The total fair value of time-based restricted stock awards vested for the three months ended June 30, 2012 and 2011 was $232 thousand and $846 thousand, respectively. The total fair value of time-based restricted stock awards vested for the six months ended June 30, 2012 and 2011 was $2.0 million and $2.5 million, respectively. The total fair value of performance-based restricted stock awards vested during the three and six months ended June 30, 2012 was a nominal amount, and $1.9 million, respectively. There were no performance-based restricted stock awards vested during the period ended June 30, 2011.

As of June 30, 2012, total unrecognized compensation cost related to time-based and performance-based restricted stock awards amounted to $11.1 million and $13.7 million, respectively. This cost is expected to be recognized over a weighted average period of 1.9 years and 2.3 years, respectively.