Share-Based Payments and Other Executive Compensation

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Payments and Other Executive Compensation

Share-Based Payments and Other Executive Compensation

On June 2, 2011, our stockholders approved the Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement) (the "Incentive Plan") to, among other things, increase the aggregate number of shares of our common stock, par value $1.00 per share, authorized for issuance under the Incentive Plan by 700,000 shares from 1,500,000 shares to 2,200,000 shares and extend the term of the Incentive Plan until October 25, 2020. The Incentive Plan provides for the grant of stock options, stock appreciation rights, stock awards, performance awards, and stock units to our officers, employees and directors. The exercise price of stock options may not be less than the stock exchange closing price of our common stock on the date of grant. Stock option awards under the Incentive Plan generally expire 10 years after the date of grant.

As of September 30, 2013, an aggregate of 1,108,046 shares of our common stock, subject to certain adjustments, were reserved for issuance under the Incentive Plan, including an aggregate of 720,807 options, restricted stock units and stock units granted. There were 387,239 shares available for grant at September 30, 2013.

During the nine months ended September 30, 2013, we cancelled the issuance of 114,750 restricted shares granted in 2011 to certain executives and issued additional performance-based restricted shares in exchange.  We also issued performance-based restricted shares to other members of management.  Vesting is contingent upon the achievement of certain performance objectives, some of which are subjective in nature.  Compensation cost for these awards is recognized over the service period, and variable accounting is applied whereby the fair value of the award is remeasured each reporting period until vesting occurs. The cancellation and issuance of shares was accounted for as a modification with the future compensation expense computed using the greater of unamortized fair value of the cancelled awards or the incremental fair value as remeasured each reporting period.

Compensation expense related to the stock option, restricted stock, and restricted stock unit awards during the nine months ended September 30, 2013 and 2012 was $976 and $1,113, respectively. Compensation expense related to the stock option, restricted stock, and restricted stock unit awards during the three months ended September 30, 2013 and 2012 was $360 and $268, respectively. During the nine months ended September 30, 2013, we executed amendments to the Amended and Restated Employment Agreements with two of our executives.  Under the terms of these amendments, 114,750 restricted shares were cancelled and replaced with new awards.  During the three months ended September 30, 2013, we granted 520,036 stock options, which have a weighted average grant date fair value of $8.65 per share. No restricted stock unit awards or stock options were granted during the three months ended September 30, 2012.

As of September 30, 2013, there was $2,027 of unrecognized compensation expense related to unvested restricted stock units. That expense is expected to be recognized over a weighted-average period of 1.82 years.