STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2012

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

10. STOCKHOLDERS' EQUITY

Restricted Stock

The Company has two stock incentive plans:  a Long-Term Incentive Plan (the "LTIP") and a Non-Employee Directors Restricted Stock Plan (the "Non-Employee Directors Plan").

Under the LTIP, certain employees received awards of restricted shares of common stock based on service and performance.  The number of shares granted to each employee is based on the fair market value of a share of common stock on the date of grant.

All service-based restricted shares granted prior to February 23, 2011 vest ratably on the first through fifth anniversaries of the grant date.  The service-based restricted shares granted on or after February 23, 2011 vest ratably on the grant date and the first through fourth anniversaries of the grant date except for the service-based restricted shares granted on March 2, 2012 which vest fully on the first anniversary of the grant date.

On April 29, 2011, performance-based shares were granted which vest over four years based upon the attainment of (i) a specified operating income margin during any one or more of the fiscal years in the period beginning January 1, 2011 and ending December 31, 2014 and (ii) the attainment of earnings before interest, taxes, depreciation and amortization targets during each of the fiscal years ended December 31, 2011 through 2014.  There is no vesting period on the right to vote or the right to receive dividends on any of the restricted shares.

Pursuant to the Non-Employee Directors Plan, each non-employee director of the Company receives an annual award of restricted shares of common stock on the date of the Company's annual meeting of shareholders.  The number of shares granted to each non-employee director is based on the fair market value of a share of common stock on that date.  The restricted shares vest ratably on the first through third anniversary of the grant date; however, there is no vesting period on the right to vote or the right to receive dividends on these restricted shares.  Beginning in 2010, all new awards of restricted shares of common stock granted under the

Non-Employee Directors Plan vest fully on the first anniversary of the grant date.

In 2012, 2011 and 2010, the Company completed a net share settlement for 102,438, 68,250 and 52,214 restricted shares and stock options exercised, respectively, on behalf of certain employees that participate in the LTIP upon the vesting of the restricted shares pursuant to the terms of the LTIP or exercise of the stock options.  The net share settlement was in connection with income taxes incurred on restricted shares or stock option exercises that vested and were transferred to the employee during 2012, 2011 and/or 2010, creating taxable income for the employee.   At the employees' request, the Company will pay these taxes on behalf of the employees in exchange for the employees returning an equivalent value of restricted shares or stock options to the Company.  These transactions resulted in a decrease of approximately $0.5 million, $0.9 million and $1.0 million in 2012, 2011 and 2010, respectively, to equity as the cash payment of the taxes effectively was a repurchase of the restricted shares or stock options granted in previous years.

The following is a summary of transactions pertaining to restricted stock:

	Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested restricted stock outstanding at December 31, 2011		501,551		$	16.10
Restricted stock awarded		1,213,621			4.82
Restricted stock vested		(374,088	)		9.30
Nonvested restricted stock outstanding at December 31, 2012		1,341,084			7.79

The restricted stock expense for each of the years ended December 31, 2012, 2011 and 2010 was $4.0 million, $3.1 million and $2.0 million, respectively. The unrecognized restricted stock expense as of December 31, 2012 and 2011 was $8.6 million and $6.8 million, respectively.  As of December 31, 2012, outstanding restricted shares under the LTIP had an aggregate intrinsic value of $7.5 million.

On June 9, 2010, the Company's Board of Directors approved the repurchase of up to $50.0 million of its common stock over the period of one year.  As of December 31, 2010, the Company had repurchased 4,040,234 shares of its common stock for approximately $50.0 million at an average price of $12.38 per share.  In addition, during 2010, the Company's Board of Directors approved the repurchase of 5,307 shares of its common stock, which was repurchased at an average price of $16.77 per share.

Stock Options

The fair value of the stock options used to compute stock-based compensation is the estimated present value at the date of grant using the Black-Scholes option pricing model. During 2011 there were no new stock option grants.  The weighted average fair values of options granted during 2012 and 2010 were $2.52 and $8.48 respectively, using the following weighted average assumptions for grants:

	At December 31,
	2012			2010
Expected volatility		51.25	%		45.00	%
Expected dividend yield		4	%		0	%
Expected life (term)	4.65 Years			4.82 Years
Risk-free interest rate		0.87	%		1.95	%
Weighted-average exercise price during the year	$	7.79		$	20.78

The expected volatility considers the volatility of the Company common stock that has been traded for a period commensurate with the expected life.  The expected term of options granted represents the period of time that options granted are expected to be outstanding based on historical experience. The risk-free rate used is based on the published U.S. Treasury yield curve in effect at the time of grant for instruments with a similar life.  The 2012 expected dividend yield presumes a set dividend rate based on the current dividend yield.  The 2010 dividend yield is 0% because at the time the options were granted the Company had not intended to declare or pay dividends on its common stock.

The following is a summary of transactions pertaining to the option plans:

	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding December 31, 2009		1,183,921		$	11.74	4.95 years	$	11,934
Granted		68,000			20.78
Cancelled		(108,875	)		15.15
Exercised		(422,106	)		7.46			5,668
Outstanding December 31, 2010		720,940			14.59	5.14 years		2,095
Cancelled		(74,459	)		12.80
Exercised		(113,106	)		6.29			759
Outstanding December 31, 2011		533,375			16.60	4.68 years		-
Granted		157,000			7.79
Cancelled		(34,500	)		12.26
Outstanding December 31, 2012		655,875			14.72	4.89 years		-
Vested or expected to vest as of December 31, 2012		623,609			15.02	4.67 years		-
Exercisable as of December 31, 2012		494,543			16.60	3.54 years		-

As of December 31, 2012, unrecognized pre-tax compensation expense for all unvested stock option awards is approximately $0.3 million which will be expensed over the weighted-average period of approximately 2.1 years.

The following table presents a summary of options outstanding at December 31, 2012:

	At December 31, 2012
	Stock Options Outstanding						Stock Options Exercisable
Range of Exercise Prices	Shares		Contractual Weighted Average life (years)		Weighted Average Price		Shares		Weighted Exercise Price
$4.00-$13.99		262,792		7.11	$	9.63		115,792	$	11.96
$14.00-$19.99		277,083		3.19		16.42		277,083		16.42
$20.00-$25.00		116,000		3.89		22.19		101,668		22.37
		655,875		4.89		14.72		494,543		16.60