EQUITY-BASED COMPENSATION

For a detailed description of past equity-based compensation activity, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2010. There have been no significant changes in the Company's equity-based compensation accounting policies and assumptions from those that were disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Equity-based compensation with respect to (a) grants of Legacy Units, (b) options to purchase shares of the Company's Class A common stock granted in connection with the IPO (“IPO Options”) and (c) restricted stock awards and units and performance-vesting restricted stock awards and units issued in connection with the Company's ongoing long-term compensation program (“Ongoing RSAs”) is detailed in the table below:



	Three Months Ended								Three Months Ended
	September 30, 2011								September 30, 2010
	Client Service			SG&A		Total			Client Service			SG&A		Total
Legacy Units⁽¹⁾	$	(139	)	$	23	$	(116	)	$	(46	)	$	265	$	219
IPO Options⁽¹⁾	(280		)	164		(116		)	(38		)	210		172
Ongoing RSAs	4,956			632		5,588			3,514			529		4,043
Total	$	4,537		$	819	$	5,356		$	3,430		$	1,004	$	4,434



	Nine Months Ended								Nine Months Ended
	September 30, 2011								September 30, 2010
	Client Service			SG&A		Total			Client Service		SG&A		Total
Legacy Units⁽¹⁾	$	(239	)	$	210	$	(29	)	$	517	$	1,184	$	1,701
IPO Options	(2		)	272		270			633		634		1,267
Ongoing RSAs	14,222			2,629		16,851			10,212		2,644		12,856
Total	$	13,981		$	3,111	$	17,092		$	11,362	$	4,462	$	15,824

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⁽¹⁾	The credit to expense is the result of the true-up of estimated to actual forfeitures upon the occurrence of vesting events during the period.

Legacy Units

The following table summarizes activity for New Class A Units attributable to equity-based compensation during the nine months ended September 30, 2011:



	New Class A Units Attributable to Equity-Based Compensation
Balance as of December 31, 2010	1,530
Redeemed or exchanged	(331	)
Forfeited	(9	)
Balance as of September 30, 2011	1,190

Vested	1,095
Unvested	95

IPO Options

The following table summarizes option activity during the nine months ended September 30, 2011:



	IPO Options			Weighted Average Grant Date Fair Value
Balance as of December 31, 2010	1,661			$	7.33
Exercised	(7		)	7.33
Forfeited	(28		)	7.33
Balance as of September 30, 2011	1,626			$	7.33

Vested	1,626
Unvested	—

Weighted average exercise price	$	16.00
Weighted average remaining contractual term	6.00
Total intrinsic value of exercised options	$	9
Total fair value of vested options	$	11,918
Aggregate intrinsic value of outstanding options	$	—

Restricted Stock

Restricted stock awards and restricted stock units are granted as a form of incentive compensation and are accounted for similarly. Corresponding expense is recognized based on the fair market value of the Company's Class A common stock on the date of grant over the service period. Restricted stock units are generally contingent on continued employment and are converted to common stock when restrictions on transfer lapse after three years.

Performance-vesting restricted stock awards and units are granted as a form of incentive compensation and accounted for similarly. Performance-vesting restricted stock awards and units will become non-forfeitable on the third anniversary of the date of grant if and to the extent certain targets of total shareholder return are attained. Expense for performance-vesting restricted stock awards and units is recognized based on their calculated fair market value as of the date of grant using a lattice model. They are expensed over a three year period from the date of grant.

During the nine months ended September 30, 2011, the Company issued 2,012 Ongoing RSAs related to annual bonus incentive compensation, performance incentive initiatives, promotions and recruiting efforts. The restrictions on transfer and forfeiture provisions are generally eliminated after three years for all awards granted to non-executives with certain exceptions related to retiree eligible employees and termination of employees without cause. Of the 2,012 Ongoing RSAs granted, 205 awards are performance-vesting restricted stock awards or units and are subject to the vesting provisions described previously.

Of the 2,012 Ongoing RSAs granted, 140 restricted stock awards and 130 performance-vesting restricted stock awards were granted to executives on March 2, 2011 and March 11, 2011, respectively. For grants made to executives, the restrictions on transfer and forfeiture provisions on 65 of the restricted stock awards are eliminated annually over three years based on ratable vesting and the restrictions on 75 of the restricted stock awards lapse after three years. In addition, 30 restricted stock awards were granted to members of the board of directors on May 12, 2011. The restrictions on transfer and forfeiture provisions are eliminated annually over four years based on ratable vesting.

The following table summarizes award activity:



	Restricted Stock Awards		Weighted Average Grant Date Fair Value		Restricted Stock Units		Weighted Average Grant Date Fair Value
Balance as of December 31, 2010	3,432		$	15.13	303		$	15.03
Granted	1,712		15.18		95		15.71
Converted to Class A common stock upon lapse of restrictions	(895	)	13.39		(88	)	12.84
Forfeited	(233	)	16.30		(17	)	15.70
Balance as of September 30, 2011	4,016		$	15.47	293		$	15.80

Vested	—				—
Unvested	4,016				293



	Performance- Vesting Restricted Stock Awards	Weighted Average Grant Date Fair Value		Performance- Vesting Restricted Stock Units	Weighted Average Grant Date Fair Value
Balance as of December 31, 2010	—	$	—	—	$	—
Granted	183	7.52		22	7.83
Balance as of September 30, 2011	183	$	7.52	22	$	7.83

Vested	—			—
Unvested	183			22

For all equity-based compensation awards, forfeitures are estimated at the time an award is granted and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures were estimated to be between 2% and 21% as of September 30, 2011 based on historical experience and future expectations.

The total unamortized compensation cost related to all non-vested awards was $30,148 at September 30, 2011. A tax benefit of $5,391 and $1,971 was recognized for IPO Options and Ongoing RSAs for the nine months ended September 30, 2011 and 2010, respectively.