Equity-Based Compensation

9 Months Ended

Sep. 30, 2011

Equity-Based Compensation [Abstract]

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

Equity-Based Compensation

We have issued equity compensation to our directors, officers and key employees under three plans, the 1999 Stock Incentive Plan (the “1999 Plan”), the 2005 Equity Compensation Plan (the “2005 Plan”) and the 2010 Equity Compensation Plan (defined below as the “2010 Plan”). Although the 1999 Plan expired in early 2009 and no additional equity compensation may be issued under such plan, certain awards remain outstanding thereunder. Only stock options were issued under the 1999 Plan.

On May 25, 2005, our stockholders approved the 2005 Plan that allowed us to grant stock options, restricted stock and RSUsto our directors, officers and key employees. Effective February 12, 2010, the Board amended and restated the 2005 Plan because we had a limited number of shares available for issuance thereunder (such plan, as amended and restated, the “2010 Plan”).

Stock Options

Options granted under our equity compensation plans vest over periods ranging from 2 to 3 years, generally commencing on the anniversary date of each grant. Options expire within ten years from the date of grant.

Stock option activity for the period from January 1, 2011 to September 30, 2011 is as follows:

	Shares			Weighted Average Exercise Price Per share
Outstanding January 1, 2011	1,631.3			$	26.25
Granted	—			$	—
Exercised	(97.2		)	$	6.00
Canceled, forfeited or expired	(463.7		)	$	40.79
Outstanding September 30, 2011	1,070.4			$	21.79
Options exercisable September 30, 2011	336.5			$	55.61
Aggregate estimated fair value of options vesting during the nine months ended September 30, 2011	$	4,497

At September 30, 2011, vested and exercisable options had an aggregate intrinsic value of $0 and a weighted average remaining contractual term of 8.28 years. Additionally, at September 30, 2011, an additional 663.9 options were expected to vest with a weighted average exercise price of $6.32, a weighted average remaining term of 8.47 years and an aggregate intrinsic value of $0. The intrinsic value of options vested in the nine months ended September 30, 2011 was $0. The aggregate intrinsic value of options represents the total pre-tax intrinsic value (the difference between our closing stock price at the end of the period and the option's exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options at that time. By their terms, certain options awards would vest automatically upon a change in control (as defined in the 2010 Plan) when combined with other triggering events.

As of September 30, 2011, there was approximately $2,415 of unearned compensation cost related to stock options granted under all of our equity compensation plans. That cost is expected to be recognized over a weighted-average period of 1.48 years.

No options were granted in the nine month period ended September 30, 2011.

Restricted Stock Units

In 2010, our Compensation Committee determined that the non-employee non-Gores directors should receive annual awards of RSUs valued in an amount of $35, which awards will vest over 2 years, beginning on the anniversary of the grant date. The awards would vest automatically upon a change in control (as defined in the 2010 Plan) and will otherwise be governed by the terms of the 2010 Plan. RSUs granted in 2010 to employees vest over a period of 3 years. The cost of the RSUs, which is determined to be the fair market value of the shares at the date of grant, net of estimated forfeitures, is expensed ratably over the vesting period, or period to retirement eligibility (in the case of directors) if shorter. As of September 30, 2011, unearned compensation cost related to RSUs for non-employee non-Gores directors and employees was $581 and is expected to be recognized over a weighted-average period of 2.33 years.

RSU activity for the period from January 1, 2011 to September 30, 2011 is as follows:

	Shares		Weighted Average Grant Date Fair Value
Outstanding January 1, 2011	115.1		$	9.90
Granted	22.1		$	6.33
Converted to common stock	(7.5	)	$	7.00
Forfeited	—		$	—
Outstanding September 30, 2011	129.7		$	9.46

On October 21, 2011, because the Merger constituted a change in control as defined under the 2010 Plan, the vesting of 29.6 RSUs was accelerated and were converted to common stock.

Equity-based compensation expense related to all equity-based awards was reported as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Corporate, general and administrative expense	$	474	$	527	$	1,543	$	1,751
Income (loss) from discontinued operations (1)	—		263		883		920
Total equity-based compensation	$	474	$	790	$	2,426	$	2,671

(1) As part of the Metro Sale Transaction, certain equity-based compensation expense was accelerated in the three months ended June 30, 2011 due to the accelerated vesting of 135.0 stock options granted to certain Metro Traffic employees in 2010.