As of December 31, 2011, the Company had various stock-based awards outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based awards to employees on a straight-line basis over their respective requisite service periods (generally equal to an award's vesting period), net of estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

The Company's long-term incentive program for awarding stock-based compensation uses a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of the Company's Class B Common Stock pursuant to the Award Plan. Under the Award Plan, the Company may authorize up to 6.9 million shares of Class B Common Stock in settlement of restricted stock, performance shares, SARs or any-post 2004 grants of stock options. The Company issues new shares for settlement of any stock-based awards. In 2011, the Company granted stock-based awards using a combination of restricted stock, SARs and performance shares.

In 2011, 2010 and 2009, the Company recorded $15.1 million, $11.4 million and $10.3 million of stock-based compensation costs, respectively. Of the total 2011 expense, $14.4 million was recorded to S&A expense and $0.7 million was recorded to Cost of goods sold. In 2010 and 2009, $10.9 million and $9.8 million, respectively, was recorded to S&A expense and $0.5 million in both 2010 and 2009 was recorded to Cost of goods sold. Stock-based compensation costs capitalized to inventory were $0.2 million in 2011 and $0.1 million in both 2010 and 2009. The Company recorded income tax benefits of approximately $5.7 million, $4.3 million and $3.9 million in 2011, 2010 and 2009, respectively, related to stock-based compensation. At December 31, 2011, these benefits are recorded as either a deferred tax asset in Deferred taxes and other or in Other accrued liabilities in the Consolidated Balance Sheet. As of December 31, 2011, there was $18.5 million, pretax, of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized through 2014.

Restricted stock granted is not transferable and is subject to forfeiture in the event of the recipient's termination of employment prior to vesting. The restricted stock generally vests in one-third increments annually for three years on each anniversary of the date of grant. In December 2011, the Company amended the provisions related to its restricted stock grants which allows for accelerated vesting of the award upon meeting certain thresholds at the time of an employee's retirement. These retirement eligibility provisions are effective for restricted stock grants made to employees in December 2011 and for grants made to employees in the future. Restricted stock awards are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted stock awards are considered participating securities in computing earnings per share. The restricted stock fair values are measured using the average between the high and low trading prices of the Company's Class B Common Stock on the most recent trading day immediately preceding the grant date (“measurement date”).

In 2011, 2010 and 2009, each non-employee director received a grant of Class B Common Stock. These grants were made on the date of the annual meeting of shareholders and vested or will vest at the following year's annual meeting of shareholders, upon a change of control or termination of service by reason of death. These shares will be subject to forfeiture if the director's service terminates prior to the date of the next regularly scheduled annual meeting of shareholders to be held in the following calendar year. During the years 2011, 2010 and 2009, the Company issued to non-employee directors 12,568 shares, 15,750 shares and 6,000 shares, respectively.

Activity related to both employee and non-employee restricted stock for the year ended December 31, 2011 is as follows (in thousands, except per share amounts):

	Shares	Weighted Average Grant Date Fair Value/Share
Restricted stock at December 31, 2010	230	$	48.13
Shares granted	111		65.10
Shares vested	(134)		43.01
Shares forfeited	(2)		53.31
Restricted stock at December 31, 2011	205	$	60.60

The weighted average fair value per share of restricted stock granted during the years 2011, 2010 and 2009 was $65.10, $58.18 and $46.23, respectively. The total fair value of restricted stock vested during the years 2011, 2010 and 2009 was $8.7 million, $7.2 million and $5.3 million, respectively.

SARs granted entitle the recipient to the difference between the fair market value of the Company's Class B Common Stock on the date of exercise and the grant price as determined using the average between the high and the low trading prices of the Company's Class B Common Stock on the measurement date. This amount is payable in shares of the Company's Class B Common Stock. SARs vest and become exercisable in three equal installments during the first three years following their grant date and expire ten years from the grant date

	Number of Rights	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2010	2,473	$	46.65
Granted	331		64.48
Exercised	(459)		38.68
Forfeited	(5)		58.84
Outstanding at December 31, 2011	2,340	$	50.71	7.0 years	$	37,797
Exercisable at December 31, 2011	1,672	$	47.06	6.1 years	$	33,119

The aggregated intrinsic value of SARs exercised during 2011, 2010 and 2009 was $12.0 million, $2.8 million and $0.2 million, respectively.

The fair value of the SARs was measured using the Black-Scholes option pricing model. The following table summarizes the related assumptions used to determine the fair value of the SARs granted during the periods ended December 31, 2011, 2010 and 2009. Expected volatilities are based on historical volatilities of the Company's stock and other factors. The expected term of SARs granted is based upon historical exercise behavior of stock options and SARs. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of award.

	Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value of 1 SAR
December 2011	2.6	%	30.2	%	1.1	%	5.5 Years	$	13.70
December 2010	2.7	%	28.0	%	1.9	%	6 Years	$	12.79
December 2009	3.2	%	26.5	%	3.0	%	7 Years	$	9.83

Performance shares represent the right to receive a share of the Company's Class B Common Stock after a three year vesting period subject to the achievement of certain performance criteria established by the Company's Compensation Committee.

In December 2011, 2010 and 2009, the Company granted 39,456; 31,671 and 34,592 performance shares, respectively. The grants' performance conditions are subject to the achievement of certain market-based criteria. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares granted.

In February 2012, the Company paid out 93,800 shares related to its December 2008 performance award grant. The performance period associated with this award was from January 1, 2009 through December 31, 2011 and was based upon the Company's total return to shareholders (“TSR”) compared to the TSR generated by the other companies that comprise the S&P Mid-Cap 400 Index. The February 2012 payout was based upon achieving 187% of this market-based criteria. The fair value of the December 2008 performance awards at vesting was $7.0 million.

In February 2011, the Company paid out 31,548 shares related to its December 2007 performance award grant as a result of achieving 66% and 170% of the performance and market-based criteria, respectively. The fair value of the December 2007 performance awards at vesting was $2.0 million. In February 2010, the Company issued 41,123 shares related to its February 2007 performance award grant. The performance period related to this grant was from January 1, 2007 through December 31, 2009. This payout was based upon achieving 82% and 183% of the performance and market-based criteria, respectively. The fair value of the February 2007 performance award at vesting was $1.8 million.

The fair value of the market-based criteria for the December 2011, 2010 and 2009 performance share awards was determined based upon a lattice model. The following table summarizes the related assumptions used to determine the fair values of the performance shares with respect to the market-based criteria. Expected volatilities are based on historical volatilities of the Company's stock over a three year period. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award.

	Stock Price on Measurement Date		Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value
December 2011	$	64.48	2.4	%	35.9	%	0.4	%	3 Years	$	83.12
December 2010	$	59.95	2.4	%	38.8	%	0.8	%	3 Years	$	80.11
December 2009	$	46.96	3.0	%	38.6	%	1.4	%	3 Years	$	61.81

Total stock-based compensation expense recorded related to performance share awards was $2.1 million, $1.9 million and $1.7 million in 2011, 2010 and 2009, respectively. There has been no stock based compensation recorded related to the December 2011 performance award as the service inception date for this particular award begins on January 1, 2012.

Prior to 2005, the Company granted options to officers and other key employees to purchase the Company's Class B Common Stock. All options granted had an exercise price equal to the average between the high and low trading prices of the Company's Class B Common Stock on the measurement date. These option awards expire ten years after grant date. Exercises of existing stock option grants are expected to be settled in the Company's Class B Common Stock as authorized in the Option Plan. The last stock options granted by the Company were in 2004.

Stock option activity for the year ended December 31, 2011 is set forth below (in thousands, except per share amounts):

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2010	1,178	$	43.98
Exercised	(522)		41.99
Canceled	(3)		32.01
Outstanding at December 31, 2011	653	$	45.62	2.5 years	$	13,876
Exercisable at December 31, 2011	653	$	45.62	2.5 years	$	13,876

The aggregate intrinsic value of stock options exercised during 2011, 2010 and 2009 was $12.0 million, $22.8 million and $2.5 million, respectively. Cash received from option exercises was $21.9 million, $49.3 million and $5.7 million for 2011, 2010 and 2009, respectively.

The Company recorded realized tax benefits from equity-based awards of $8.2 million, $9.7 million, and $1.3 million for the years ended December 31, 2011, 2010 and 2009, respectively. These realized tax benefits have been reflected in Cash Flows From Financing Activities.