Stock-Based Compensation

The Company has stock plans under which directors, officers, key employees, and consultants of the Company may be granted restricted stock awards, stock options and other equity-based instruments as a means of promoting the Company’s long-term growth and profitability. The plans are intended to encourage participants to contribute to and participate in the success of the Company.

The Company's board of directors adopted, and the Company's stockholders approved, the Amended and Restated 2005 Incentive Stock Plan, or the 2005 Stock Plan, effective January 1, 2008. The total number of shares of common stock authorized for issuance pursuant to awards granted under the 2005 Stock Plan was 2,500,000 shares. The 2005 Stock Plan provided for the granting of non-qualified stock options, stock appreciation rights, restricted stock, performance shares, phantom stock, restricted stock units and other awards that are valued in whole or in part by reference to the Company's stock.

On May 9, 2011, the Company's board of directors adopted, and the Company's stockholders approved, the 2011 Equity Incentive Award Plan, or 2011 Plan. Under the 2011 Plan, 3,000,000 new shares of common stock are reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights or SARs, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalent awards, stock payment awards and performance share awards and other stock-based awards, plus the number of shares remaining available for future awards under our 2005 Stock Plan. The number of shares reserved for issuance or transfer pursuant to awards under the 2011 Plan will be increased by the number of shares represented by awards outstanding under the 2005 Stock Plan that are forfeited or lapse unexercised and which, following the effective date of the 2011 Plan, are not issued under the 2005 Stock Plan. No further awards will be granted under the 2005 Stock Plan, and all outstanding awards will continue to be governed by their existing terms. As of September 30, 2012 and December 31, 2011, 2,704,672 and 3,336,614 shares of the Company’s common stock, respectively, remained available for future issuance under the 2011 Plan.

Restricted stock awards are valued at the fair value of the shares on the date of grant if vesting is based on a service or a performance condition. Shares granted to employees vest 25% per year on each anniversary of issuance. Compensation expense is recognized on a straight-line basis over the requisite service period.

Restricted stock unit awards are valued at the fair value of the shares on the date of grant if vesting is based on a service or a performance condition. Restricted stock units granted to employees vest 25% per year on each anniversary of issuance. Each restricted stock unit represents the right to receive one share of common stock upon vesting of such restricted stock unit. Compensation expense is recognized on a straight-line basis over the requisite service period.

Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant, vest over four years of continuous service, and have 10-year contractual terms. The fair value of each stock option award is estimated on the date of grant using the Black Scholes model. For options granted during the nine months ended September 30, 2011, the Company’s weighted average assumptions for expected volatility, dividends, term, and risk-free interest rate were 46.2 percent, 0 percent, 6.25 years and 2.0 percent, respectively. Expected volatilities are based on the historical volatility of a group of peer entities within the same industry. The expected term of options is based upon the simplified method, which represents the average of the vesting term and the contractual term. The risk-free interest rate is based on U.S. Treasury yields for securities with terms approximating the expected term of the option. The above assumptions were used to determine the weighted-average fair value of $5.72 for stock options granted during the first nine months of 2011. There were no options granted during the nine months ended September 30, 2012.

Share-based compensation cost is included within salaries, wages and benefits in operating expenses in the accompanying statements of operations and amounted to $3.0 million and $0.4 million for the nine months ended September 30, 2012 and 2011, respectively. During the nine months ended September 30, 2012 and 2011, there was no tax benefit recognized in income related to equity awards.

A summary of share option activity under the 2011 Plan as of September 30, 2012 and changes during the nine months ended September 30, 2012 are presented below:



	Number of Shares		Weighted- Average Exercise Price ($)	Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2011	312,000		9.33	8.9	1,946
Granted	—		—
Exercised	(50,225	)	8.22
Forfeited or expired	(5,875	)	9.44
Outstanding at September 30, 2012	255,900		9.55	8.2	1,927
Exercisable at September 30, 2012	74,900		9.14	8.0	595
Vested or expected to vest at September 30, 2012	245,168		9.52	8.2	1,854

The total intrinsic value of share options exercised during the nine months ended September 30, 2012 was $0.6 million. The total fair value of options vested during the nine months ended September 30, 2012 and 2011 was $0.3 million and $0.3 million, respectively.

A summary of the status of the Company’s restricted stock shares (restricted stock awards and restricted stock unit awards) as of September 30, 2012, and changes during the nine months ended September 30, 2012:



	Number of Shares		Weighted-Average Grant Date Fair Value ($)
Outstanding at December 31, 2011	271,999		1.43
Granted	377,942		20.15
Vested	(178,395	)	2.90
Forfeited	(15,125	)	3.79
Outstanding at September 30, 2012	456,421		16.28

There were 377,942 restricted stock units granted during the nine months ended September 30, 2012 and none during the year ended December 31, 2011. The total fair value of restricted stock shares vested during the nine months ended September 30, 2012 and 2011 was $3.6 million and $2.7 million, respectively.

As of September 30, 2012 and 2011, there was $7.2 million and $1.5 million, respectively, of total unrecognized compensation cost related to nonvested restricted stock and options granted under the plan expected to be recognized over a weighted-average period of 3.3 years and 2.8 years, respectively.

Performance Share Awards

During the nine months ended September 30, 2012, the Company granted certain senior-level executives restricted stock units that vest based on market and service conditions as part of a long-term incentive plan, which are referred to herein as performance share awards. The number of shares of common stock underlying each award is determined at the end of a three-year performance period. In order to vest, the senior level executive must still be employed by the Company, with certain contractual exclusions, at the end of the performance period. At the end of the performance period, the percentage of the stock units that will vest will be determined by ranking the Company’s total shareholder return compared to the total shareholder return of twelve peer companies. Based on the level of performance, between 0% and 200% of the award may vest. Within 60 days after vesting, the shares underlying the award will be issued to the participant. In the event of a change in control of the Company or the disability or death of a participant, the payout of any award is limited to a prorated portion of such award based upon a performance assessment prior to the change-in-control date or date of disability or death.

The market condition requirements are reflected in the grant date fair value of the award, and the compensation expense for the award will be recognized assuming that the requisite service is rendered regardless of whether the market conditions are achieved.

The grant date fair value of the performance share awards was determined through the use of a Monte Carlo simulation model, which utilizes multiple input variables that determine the probability of satisfying the market condition requirements applicable to each award as follows:



	Weighted-Average at Grant Date
Expected volatility factor	0.39
Risk free interest rate	0.45	%
Expected term (in years)	2.73
Expected dividend yield	—	%

At the time of the Performance Share Award grants, the Company had been public for less than the expected term; as such, the volatility was based upon a weighted average of the volatility for the Company and the most recent volatility of its peers. The peer group used to calculate volatility is consistent with the group used for the traditional employee stock options. The Company chose to use historical volatility to value these awards because historical stock prices were used to develop the correlation coefficients between the Company and each of the peer companies within the peer group in order to model stock price movements. The volatilities used were calculated over the most recent period, which was the remaining term of the performance period at the date of grant. The risk-free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the remaining performance period. The Company does not intend to pay dividends on its common stock in the foreseeable future. Accordingly, the Company used a dividend yield of zero in its model.

The following table summarizes the Company’s performance share awards for the nine months ended September 30, 2012:



	Number of Awards	Weighted-Average Fair Value at Grant Date ($)
Outstanding at December 31, 2011	—	—
Granted	275,000	32.12
Vested	—	—
Forfeited	—	—
Outstanding at September 30, 2012	275,000	32.12

As of September 30, 2012, there was $7.5 million of total unrecognized compensation cost related to performance share awards. The unrecognized cost is expected to be recognized over 2.25 years.