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Stock Compensation Plans
12 Months Ended
Dec. 31, 2011
Stock Compensation Plans  
Stock Compensation Plans

Note 8.  Stock Compensation Plans

The Company established the 2004 Omnibus Stock and Incentive Plan (the "Omnibus Plan") in December 2004 and reserved 3,500,000 shares of $0.01 par value common stock ("Common Stock") for issuance under the Omnibus Plan. Pursuant to the terms of the Omnibus Plan, the compensation committee of the Company's Board of Directors may grant various types of equity-based compensation awards, including incentive and nonqualified stock options, SARs, restricted stock, RSUs, RSUs with performance conditions ("Performance Shares") and performance units, in addition to certain cash-based awards. All grants under the Omnibus Plan will be made at fair market value and no grant may be repriced. In general, the options expire ten years from the date of grant and vest over a three-year service period. As of December 31, 2011, approximately 400,000 shares of Common Stock were reserved for future issuance under the Omnibus Plan. As of December 31, 2011, the number of shares available for future issuance was not reduced by outstanding SARs because the closing market price for the Company's common stock was less than the exercise price of all outstanding SARs. The Company accounts for stock-based compensation pursuant to the fair value recognition provisions of ASC Topic 718, Compensation — Stock Compensation ("ASC Topic 718").

For the years ended December 31, 2010 and 2009, the Company recognized in its provision (benefit) for income taxes on the consolidated statement of operations excess tax costs related to the exercise or vesting of stock-based awards of approximately $(0.2) million and $(0.7) million, respectively.

Valuation and Expense Information Under ASC Topic 718

Substantially all stock-based compensation expense has been recorded in selling, general and administrative expenses. The following table summarizes stock-based compensation costs and related income tax benefits.

 
  Year Ended December 31,  
 
  2011   2010   2009  

Stock-based compensation expense

  $ 4.3   $ 4.9   $ 4.7  

Income tax benefit

    (1.6 )   (1.9 )   (1.8 )
               

Stock-based compensation, net of income tax benefit

  $ 2.7   $ 3.0   $ 2.9  
               

The following table summarizes total compensation costs related to the Company's equity awards and amounts recognized in the year ended December 31, 2011.

 
  Stock Options   Restricted Stock  

Unrecognized compensation cost — December 31, 2010

  $ 1.0   $ 2.4  

Grant date fair value current year grants

    1.2     3.0  

Compensation expense recognized

    (1.4 )   (2.9 )

Grant date fair value of shares forfeited

        (0.1 )
           

Unrecognized compensation cost — December 31, 2011

  $ 0.8   $ 2.4  
           

Expected amortization period (in years)

   
1.6
   
1.6
 
           

Stock Options

For the year ended December 31, 2011, the Company awarded nonqualified stock options to Long-Term Incentive Plan (the "LTIP") participants to purchase approximately 148,000 shares of Common Stock (subject to forfeiture due to termination of employment and other conditions). In addition, the Company awarded to non-employee members of the board of directors nonqualified stock options to purchase 4,290 shares of Common Stock. The exercise price of the options was equal to the market price of the Company's common stock on the date of grant. Options awarded to LTIP participants expire in ten years and one-third vest on each of the first three anniversaries of the date of grant. Options awarded to non-employee members of the Board of Directors expire in ten years and vest on the first anniversary of the date of grant. For the year ended December 31, 2011, the aggregate weighted-average exercise price of nonqualified stock option awards was $19.55 per share. The weighted-average grant date fair value for stock options granted for the years ended year ended December 31, 2011 and 2010 was $8.34 per share and $5.72 per share, respectively, and was estimated using the Black-Scholes option valuation model with the following assumptions:

 
  Year Ended December 31,  
 
  2011   2010  

Expected term in years

    5.3     5.9  

Interest rate

    2.3 %   2.9 %

Volatility

    57.1 %   55.3 %

Dividend yield

    2.3 %   2.9 %

Expected volatility and the expected term were estimated by reference to the historical stock price performance of the Company and historical data for the Company's stock option awards, respectively. The risk-free interest rate was based on the yield on U.S. Treasury bonds with a remaining term approximately equivalent to the expected term of the stock option awards. Forfeitures were estimated at the date of grant.

The following table summarizes stock option activity under the Omnibus Plan for the year ended December 31, 2011:

 
  Number of
Stock Options
  Weighted-Average
Exercise Price
 

Options outstanding — December 31, 2010

    2,340,637   $ 23.23  

Add: Options granted

    151,840   $ 19.55  

Less: Options exercised

    268,167   $ 9.66  

Less: Options forfeited/cancelled

    171,541   $ 36.65  
             

Options outstanding — December 31, 2011

    2,052,769   $ 23.61  
             

The status of outstanding and exercisable stock options as of December 31, 2011, summarized by exercise price follows:

 
  Options Vested or Expected to Vest   Options Exercisable  
Exercise Price
  Number of
Options

  Weighted-Average
Remaining
Contractual Life
(Years)

  Weighted-
Average
Exercise
Price

  Aggregate
Intrinsic
Value (a)

  Number of
Options

  Weighted-
Average
Exercise
Price

  Aggregate
Intrinsic
Value (a)

 
   

$  7.41 - $21.13

    841,487     7.7   $ 12.69   $ 8.1     462,234   $ 12.11   $ 4.7  

$24.01 - $29.43

    345,136     4.1   $ 26.29         345,136   $ 26.29      

$30.15 - $34.61

    686,080     2.4   $ 32.71         686,080   $ 32.71      

$35.92 - $42.24

    164,360     5.3   $ 37.10         164,360   $ 37.10      
                                     

 

    2,037,063     5.1   $ 23.71   $ 8.1     1,657,810   $ 26.06   $ 4.7  
                                     

(a)
Represents the total pre-tax intrinsic value as of December 31, 2011 that option holders would have received had they exercised their options as of such date. The pre-tax intrinsic value is based on the closing market price for the Company's common stock of $22.32 on December 31, 2011.

The aggregate pre-tax intrinsic value of stock options exercised for the years ended December 31, 2011 and 2010 was $2.9 million and $0.9 million, respectively. No stock options were exercised for the year ended December 31, 2009.

The following table summarizes the status of the Company's unvested stock options as of December 31, 2011 and activity for the year then ended:

 
  Number of
Stock Options
  Weighted-Average
Grant Date Fair Value
 

Outstanding — December 31, 2010

    726,343   $ 3.88  

Add: Options granted

    151,840   $ 8.34  

Less: Options vested

    478,125   $ 4.15  

Less: Options forfeited/cancelled

    5,099   $ 5.99  
             

Outstanding — December 31, 2011

    394,959   $ 5.25  
             

As of December 31, 2011, certain participants met age and service requirements that allowed their options to qualify for accelerated vesting upon retirement. As of December 31, 2011, there were approximately 86,000 stock options subject to accelerated vesting that such participants would have been eligible to exercise if they had retired as of such date. The aggregate grant date fair value of options subject to accelerated vesting was $0.4 million. For the year ended December 31, 2011, stock-based compensation expense for such options was $0.5 million. For the year ended December 31, 2011, the aggregate grant date fair value of options vested, including options subject to accelerated vesting, was $2.4 million. Stock options that reflect accelerated vesting for expense recognition become exercisable according to the contract terms of the stock option grant.

Performance Shares

For the year ended December 31, 2011, the Company granted target awards of 124,800 Performance Units to LTIP participants. The measurement period for the Performance Units is January 1, 2011 through December 31, 2011. On December 31, 2011, approximately 208,000 shares of Common Stock equal to 167 percent of the Performance Unit target were awarded based on the Company's return on invested capital, revenue growth for the Technical Products segment, the level of cash flow for the Fine Paper segment and total return to shareholders relative to a peer group of companies and the Russell 2000® Value small cap index. The Performance Units vest on December 31, 2013. The weighted-average grant date fair value for the Performance Units was $27.32 per share. Compensation cost is recognized pro rata over the vesting period.

For the year ended December 31, 2009, the Company granted target awards of 216,400 Performance Shares to LTIP participants. The measurement period for the Performance Shares is January 1, 2009 through December 31, 2011. On December 31, 2011, approximately 540,000 shares of Common Stock equal to 250 percent of the Performance Unit target plus dividends-in-kind were awarded based on the Company's growth in earnings before interest, taxes, depreciation and amortization ("EBITDA") minus a capital charge and total return to shareholders relative to a peer group of companies and the Russell 2000® Value small cap index. The weighted-average grant date fair value for the Performance Shares was $10.59 per share.

RSUs

For the year ended December 31, 2011, the Company awarded 7,200 RSUs to non-employee members of the Company's Board of Directors ("Director Awards"). The weighted average grant date fair value of such awards was $22.44 per share. Director Awards vest one year from the date of grant. During the vesting period, the holders of Director Awards are entitled to dividends, but the shares do not have voting rights and are forfeited in the event the holder is no longer a member of the Board of Directors. In addition, the Company issued 555 RSUs in lieu of dividends on RSUs held by non-U.S. employees and a member of the Board of Directors.

For the year ended December 31, 2010, the Company awarded approximately 298,200 RSUs to LTIP participants. The RSUs will vest on December 31, 2012. During the vesting period, the holders of such RSUs are entitled to dividends-in-kind in the form of additional RSUs, but the shares do not have voting rights and are forfeited in the event the holder's employment is terminated for a reason other than death, disability or retirement. Aggregate compensation expense related to these RSUs was $4.2 million or $14.17 per share and is recognized pro rata over the vesting period.

The following table summarizes the activity of the Company's unvested stock-based awards (other than stock options) for the year ended December 31, 2011:

 
  RSUs   Weighted-Average Grant
Date Fair Value
  Performance Shares   Weighted-Average Grant
Date Fair Value
 

Outstanding — December 31, 2010

    387,560   $ 13.97     205,800   $ 10.59  

Shares granted (a)

    55,523   $ 14.68     124,800   $ 27.32  

Shares vested

    (81,276 ) $ 12.81          

Performance shares vested

    693,208   $ 7.74     (330,000 ) $ 16.94  

Shares expired or cancelled

    (9,185 ) $ 25.36     (600 ) $ 20.56  
                       

Outstanding — December 31, 2011 (b)

    1,045,830   $ 9.87          
                       

(a)
Includes 48,323 RSUs granted in lieu of cash dividends. Such dividends-in-kind vest concurrently with the underlying RSUs.
(b)
The aggregate pre-tax intrinsic value of outstanding RSUs as of December 31, 2011 was $23.3 million.

The aggregate pre-tax intrinsic value of restricted stock and RSUs that vested for the years ended December 31, 2011, 2010 and 2009 was $1.7 million, $2.5 million and $0.4 million, respectively.