Stock-Based Compensation

12 Months Ended

Dec. 31, 2011

Stock-Based Compensation

Stock-Based Compensation

13. Stock-Based Compensation

Amended and Restated 2004 Stock Incentive Plan

        In connection with the IPO, in May 2010, the Company's Board of Directors and stockholders amended and restated the Company's 2004 Stock Incentive Plan (as amended and restated, the "A&R 2004 Plan") and certain outstanding award agreements thereunder, to among other things, eliminate the ability of the holders thereunder to use a promissory note to pay any portion of the exercise price of the options, to provide that the use of "net exercises" to pay any portion of the exercise price of the options shall be at the sole discretion of the committee administering the A&R 2004 Plan, and to effect certain ministerial changes under the A&R 2004 Plan. In addition, in connection with the IPO, the Board of Directors also resolved not to issue any further awards under the A&R 2004 Plan. As of December 31, 2011, 37,240 shares of common stock are reserved for issuance upon the exercise of outstanding options under the A&R 2004 Plan. All outstanding options are fully vested. All options expire 10 years from the date of grant.

2010 Stock Incentive Plan

        In connection with the IPO, in May 2010, the Company's Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (the "2010 Plan"). The 2010 Plan provides for the issuance of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards and restricted stock units, any of which may be performance-based, and for incentive bonuses, which may be paid in cash or stock or a combination of both, to eligible employees, officers, non-employee directors and other service providers to the Company and its subsidiaries. A maximum of 2,130,000 shares of common stock may be issued pursuant to all awards under the 2010 Plan. As of December 31, 2011, the Company had 1,800,214 shares of common stock available for future issuance of awards under the 2010 Plan. The shares of common stock to be issued under the 2010 Plan will be made available from authorized and unissued Company common stock.

Stock Options

        The following table summarizes information with respect to the Company's stock option activity under the A&R 2004 Plan for the years ended December 31, 2011, 2010 and 2009.

	December 31, 2011					December 31, 2010					December 31, 2009
	Options			Weighted average exercise price		Options			Weighted average exercise price		Options			Weighted average exercise price
Outstanding—beginning of year		356,623		$	4.21		819,185		$	4.21		908,556		$	4.21
Granted		—			—		—			—		—			—
Canceled		—			—		—			4.21		(89,371	)		4.21
Exercised		(319,383	)		4.21		(462,562	)		—		—			—
Outstanding—end of year		37,240		$	4.21		356,623		$	4.21		819,185		$	4.21
Exercisable—end of year		37,240		$	4.21		309,113		$	4.21		747,935		$	4.21

        Certain of the Company's option holders exercised 319,383 stock options during the year ended December 31, 2011, of which 184,236 options were exercised utilizing a broker assisted cashless exercise. The options exercised were granted under APB 25 with an exercise price equal to fair value at date of grant, and accordingly so, no compensation expense was recorded at the time of grant. The Company did not bear the risk and rewards of the options and thus, did not record stock based compensation expense. The option holders paid the Company the required exercise price for the remaining options at the time of exercise and therefore the Company did not record any stock based compensation expense.

        In connection with the IPO in 2010, certain of the Company's selling stockholders exercised 288,001 stock options and sold the underlying shares. Such stockholders paid the exercise price of such options through a net exercise. Subsequent to the IPO, certain of the Company's option holders exercised 174,571 stock options and paid the exercise price of such options through a net exercise, resulting in an additional 95,000 outstanding shares. The options exercised in conjunction with the IPO as well as those exercised subsequently in the year ended December 31, 2010 were granted under APB 25 with an exercise price equal to fair value at date of grant, and accordingly no compensation expense was recorded at the time of grant. Because of the net exercise mechanism, the option holders did not bear the risk and rewards of the options. As such, the Company recorded $2,975 of stock based compensation expense for the year ended December 31, 2010 related to stock options.

        On January 23, 2009, the Company entered into securities repurchase agreements with certain members of management. Pursuant to these agreements, the Company repurchased at fair value and subsequently retired 32,633 shares of common stock and 89,371 stock options in exchange for aggregate consideration of $1,137, comprised of a cash payment of $1,000 and the satisfaction of the remaining principal amount of $137 on promissory notes held by the members of management. As a result of the repurchase of stock options, the Company recorded $732 of compensation expense in the first quarter of 2009, which represented the fair value of the repurchased options. See footnote 16, "Redeemable stock and stockholders' equity."

        As of December 31, 2011, 2010 and 2009, the weighted-average remaining contractual life of all outstanding options was 4.7, 4.0 and 4.8 years, respectively. As of December 31, 2011, 2010 and 2009, the weighted-average remaining contractual life of all exercisable options was 4.7, 3.6 and 4.6 years, respectively.

        The aggregate intrinsic value of the options at December 31, 2011 was $388 for both options outstanding and exercisable. The aggregate intrinsic value of the options at December 31, 2010 was $3,901 and $3,382 for options outstanding and exercisable, respectively. There were no options exercised for the year ended December 31, 2009. The aggregate intrinsic value of stock options exercised during 2011 and 2010 was $3,200 and $2,885, respectively.

        As of December 31, 2010, the Company had shareholders' notes receivable with recourse of $482 including accrued interest, respectively, related to the exercise of options, which are included as a component of shareholders' equity. The shareholders' notes receivable were repaid by the shareholders in conjunction with the secondary offering which closed on May 20, 2011.

Restricted Stock

        Restricted stock carries both voting and dividend rights. A summary of restricted stock activity for the year ended December 31, 2011 is as follows:

	Shares (In thousands)			Weighted Average Grant Date Fair value		Weighted Average Remaining Contractual Term
Unvested at December 31, 2009		—			—		—
Granted		242,088		$	11.68		—
Vested		—			—		—
Cancelled and forfeited		—			—		—
Unvested at December 31, 2010		242,088			11.68		4.01 years
Granted		43,690			14.99		2.00 years
Vested		(50,111	)		11.77		—
Cancelled and forfeited		—			—		—
Unvested at December 31, 2011		235,667		$	12.27		2.83 years
Expected to vest in the future at December 31, 2011		227,183		$	12.27		2.83 years

        The fair value of the Company's restricted stock awards is the closing stock price on the date of grant. The Company recognized $848 and $419 of compensation expense related to restricted stock awards for the years ended December 31, 2011 and December 31, 2010, respectively. The unrecognized compensation expense for shares expected to vest as of December 31, 2011 and December 31, 2010 was approximately $2,154 and $2,311, respectively. Meanwhile, no shares vested in 2010.

Unrestricted Stock

        The Company granted 68,224 and 44,350 shares of unrestricted stock as performance based awards under the 2010 plan in the years ended December 31, 2011 and December 31, 2010, respectively. The fair value of the Company's unrestricted stock awards is the closing stock price on the date of grant, or $15.01 and $14.32 per share, for grants in years ended December 31, 2011 and December 31, 2010, respectively. The Company recognized $1,024 and $635 of compensation expense related to unrestricted stock awards granted for the years ended December 31, 2011 and December 31, 2010, respectively. The unrestricted awards granted in 2010 were issued in March 2011, while the awards granted in 2011 will be issued in March 2012. There is no required vesting period for the unrestricted stock awards as recipients are entitled to shares upon grant and performance satisfaction, which both have occurred by the years ended December 31, 2010 and December 31, 2011.

Restricted Stock Units

        Restricted stock units ("RSUs") are issued to the board of directors and carry dividend rights but do not carry voting rights. Each RSU represents the right to receive one share of the Company's common stock and are subject to time based vesting restrictions. Participants are not required to pay any consideration to the Company at either the time of grant of a RSU or upon vesting.

        A summary of RSU activity for the year ended December 31, 2011 is as follows:

	Shares (In thousands)		Weighted Average Grant Date Fair value		Weighted Average Remaining Contractual Term
Unvested at December 31, 2010		—		—		—
Granted		20,612	$	15.21		2.00 years
Vested		1,719		15.25		—
Cancelled and forfeited		—		—		—
Unvested at December 31, 2011		18,893	$	15.20		2.00 years
Expected to vest in the future at December 31, 2011		18,893	$	15.20		2.00 years

        Vested RSU's are "settled" by the delivery to the participant or a designated brokerage firm of one share of common stock per vested RSU as soon as reasonably practicable following a termination of service of the participant that constitutes a separation from service, and in all events no later than the end of the calendar year in which such termination of employment occurs or, if later, two and one-half months after such termination of employment.