(12) Stock-Based Compensation

As of December 31, 2014, the Company maintains one stock incentive plan, the Second Amended and Restated 2004 Stock Incentive Plan (the "2004 Stock Incentive Plan"). Under this plan, key employees have been granted nonqualified stock options to purchase the Company's Class A common stock. Options typically become exercisable over a four-year period at the rate of 25% per year and expire ten years after the grant date. However, most options granted in 2014 become exercisable over a three-year period at a rate of one-third per year. Options granted under the plan may have exercise prices of not less than 100% of the fair market value of the Class A common stock on the date of grant. The Company's current practice is to grant all options at fair market value on the grant date. At December 31, 2014, 1,706,591 shares of Class A common stock were authorized for future grants of new equity awards under the Company's 2004 Stock Incentive Plan.

The Company grants shares of restricted stock and deferred shares to key employees and stock awards to non-employee members of the Company's Board of Directors under the 2004 Stock Incentive Plan. Stock awards to non-employee members of the Company's Board of Directors vest immediately. Employees' restricted stock awards and deferred shares typically vest over a three-year period at the rate of one-third per year, except that most restricted stock awards and deferred shares granted in 2014 vest over a two-year period at the rate of 50% per year.

Beginning in 2014, the Company granted performance stock units to key employees under the 2004 Stock Incentive Plan. Performance stock units cliff vest at the end of a three-year performance period. Upon vesting, the number of shares of the Company's Class A common stock awarded to each performance stock unit recipient will be determined based on the Company's attainment of certain performance goals set at the time the performance stock units were granted. The performance goals for the 2014 performance stock units are based on the compound annual growth rate of the Company's revenue over the three-year performance period and the Company's return on invested capital ("ROIC") for the third year of the performance period. The performance period for the 2014 performance stock units is January 1, 2014 through December 31, 2016. The 2014 performance stock units also provide an overall minimum ROIC threshold, which the Company must exceed in order for any shares of the Company's Class A common stock to be earned. The number of shares of Class A common stock that may be earned by a performance stock unit recipient ranges from 0% to 200% of a target number of shares designated for each recipient at the time of grant. The performance stock units are amortized to expense over the vesting period based on the Company's expected performance relative to the performance goals. If such goals are not met, no awards are earned and previously recognized compensation expense is reversed.

The Company also has a Management Stock Purchase Plan that allows for the granting of restricted stock units (RSUs) to key employees. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Each RSU provides the key employee with the right to purchase a share of Class A common stock at 67% of the fair market value on the date of grant. RSUs vest either annually over a three- year period from the grant date or upon the third anniversary of the grant date and receipt of the shares underlying RSUs is deferred for a minimum of three years or such greater number of years as is chosen by the employee. An aggregate of 2,000,000 shares of Class A common stock may be issued under the Management Stock Purchase Plan. At December 31, 2014, 913,526 shares of Class A common stock were authorized for future grants under the Company's Management Stock Purchase Plan.

2004 Stock Incentive Plan

At December 31, 2014, total unrecognized compensation cost related to the unvested stock options was approximately $5.6 million with a total weighted average remaining term of 2.2 years. For 2014, 2013 and 2012, the Company recognized compensation cost of $2.6 million, $3.8 million and $2.7 million, respectively.

The following is a summary of stock option activity and related information:

	Years Ended December 31,
	2014							2013					2012
	Options			Weighted Average Exercise Price		Weighted Average Intrinsic Value		Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
	(Options in thousands)
Outstanding at beginning of year		1,029		$	41.66				1,064		$	33.37		1,272		$	30.43
Granted		114			57.58				379			54.78		415			37.67
Cancelled/Forfeitures		(306	)		44.19				(53	)		36.97		(33	)		31.18
Exercised		(342	)		36.48				(361	)		31.73		(590	)		30.19

Outstanding at end of year		495		$	47.34	$	16.10		1,029		$	41.66		1,064		$	33.37


Exercisable at end of year		128		$	40.04	$	23.40		249		$	32.35		360		$	30.91

As of December 31, 2014, the aggregate intrinsic value of exercisable options was approximately $3.0 million, representing the total pre-tax intrinsic value, based on the Company's closing Class A common stock price of $63.44 as of December 31, 2014, which would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of options exercised for 2014, 2013 and 2012 was approximately $8.2 million, $7.4 million and $5.7 million, respectively.

Upon exercise of options, the Company issues shares of Class A common stock.

The following table summarizes information about options outstanding at December 31, 2014:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
	(Options in thousands)
$26.34–$37.41		191		6.81	$	34.40		85	$	33.08
$40.17–$47.21		14		2.49		43.38		4		42.13
$54.76–$54.76		160		8.28		54.76		31		54.76
$57.47–$60.10		130		9.39		57.68		8		57.95

		495		7.84	$	47.34		128	$	40.04

The fair value of each option granted under the 2004 Stock Incentive Plan is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:

	Years Ended December 31,
	2014			2013			2012
Expected life (years)		6.0			6.0			6.0
Expected stock price volatility		37.5	%		40.3	%		41.2	%
Expected dividend yield		1.0	%		1.0	%		1.2	%
Risk-free interest rate		1.9	%		1.7	%		0.9	%

The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the option. The expected life (estimated period of time outstanding) of options and volatility were calculated using historical data. The expected dividend yield of stock is the Company's best estimate of the expected future dividend yield.

The above assumptions were used to determine the weighted average grant-date fair value of stock options of $20.04, $20.30 and $13.49 for the years ended December 31, 2014, 2013 and 2012, respectively.

The following is a summary of unvested restricted stock and deferred shares activity and related information:

	Years Ended December 31,
	2014					2013					2012
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
	(Shares in thousands)
Unvested at beginning of year		260		$	45.58		237		$	35.45		153		$	30.33
Granted		151			56.79		142			54.80		170			37.62
Cancelled/Forfeitures		(95	)		46.83		(16	)		37.44		(8	)		30.66
Vested		(102	)		44.87		(103	)		35.25		(78	)		30.61

Unvested at end of year		214		$	53.74		260		$	45.58		237		$	35.45

The total fair value of shares vested during 2014, 2013 and 2012 was $5.9 million, $5.6 million and $2.5 million, respectively. At December 31, 2014, total unrecognized compensation cost related to unvested restricted stock and deferred shares was approximately $9.0 million with a total weighted average remaining term of 1.7 years. For 2014, 2013 and 2012, the Company recognized compensation costs of $4.8 million, $5.1 million and $3.1 million, respectively.

The aggregate intrinsic value of restricted stock and deferred shares granted and outstanding approximated $12.2 million representing the total pre-tax intrinsic value based on the Company's closing Class A common stock price of $63.44 as of December 31, 2014.

The following is a summary of unvested performance share award activity and related information:

	Year Ended December 31, 2014
	Shares			Weighted Average Grant Date Fair Value
	(Shares in thousands)
Unvested at beginning of year		—
Granted		117		$	57.02
Cancelled/Forfeitures		(10	)		57.47
Vested		—

Unvested at end of year		107		$	56.97

At December 31, 2014, total unrecognized compensation cost related to unvested performance shares was approximately $5.0 million with a total weighted average remaining term of 2.0 years. For 2014, the Company recognized compensation costs of $0.7 million.

The aggregate intrinsic value of performance shares granted and outstanding approximated $0.7 million representing the total pre-tax intrinsic value based on the Company's closing Class A common stock price of $63.44 as of December 31, 2014.

Management Stock Purchase Plan

Total unrecognized compensation cost related to unvested RSUs was approximately $0.6 million at December 31, 2014 with a total weighted average remaining term of 1.4 years. For 2014, 2013 and 2012 the Company recognized compensation cost of $0.5 million, $0.7 million and $0.8 million, respectively. Dividends declared for RSUs, that are paid to individuals, that remain unpaid at December 31, 2014 total approximately $0.1 million.

A summary of the Company's RSU activity and related information is shown in the following table:

	Years Ended December 31,
	2014							2013					2012
	RSUs			Weighted Average Purchase Price		Weighted Average Intrinsic Value		RSUs			Weighted Average Purchase Price		RSUs			Weighted Average Purchase Price
	(RSU's in thousands)
Outstanding at beginning of period		132		$	27.46				196		$	22.88		392		$	18.74
Granted		31			40.27				45			31.63		64
Cancelled/Forfeitures		(32	)		31.58				(14	)		28.35		(110	)
Settled		(51	)		25.41				(95	)		19.19		(150	)

Outstanding at end of period		80		$	32.08	$	31.36		132		$	27.46		196		$	22.88


Vested at end of period		31		$	27.96	$	35.48		42		$	25.30		81		$	20.36

As of December 31, 2014, the aggregate intrinsic values of outstanding and vested RSUs were approximately $2.5 million and $1.1 million, respectively, representing the total pre-tax intrinsic value, based on the Company's closing Class A common stock price of $63.44 as of December 31, 2014, which would have been received by the RSUs holders had all RSUs settled as of that date. The total intrinsic value of RSUs settled for 2014, 2013 and 2012 was approximately $1.7 million, $2.8 million and $3.8 million, respectively. Upon settlement of RSUs, the Company issues shares of Class A common stock.

The following table summarizes information about RSUs outstanding at December 31, 2014:

	RSUs Outstanding				RSUs Vested
Range of Purchase Prices	Number Outstanding		Weighted Average Purchase Price		Number Vested		Weighted Average Purchase Price
	(RSUs in thousands)
$13.25–$19.87		1	$	19.87		1	$	19.87
$25.15–$26.51		28		26.45		20		26.42
$31.63–$40.27		51		35.45		10		31.63

		80	$	32.08		31	$	27.96

The fair value of each share issued under the Management Stock Purchase Plan is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:

	Years Ended December 31,
	2014			2013			2012
Expected life (years)		3.0			3.0			3.0
Expected stock price volatility		31.2	%		34.1	%		38.3	%
Expected dividend yield		0.9	%		0.9	%		1.1	%
Risk-free interest rate		0.7	%		0.4	%		0.4	%

The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the RSUs. The expected life (estimated period of time outstanding) of RSUs and volatility were calculated using historical data. The expected dividend yield of stock is the Company's best estimate of the expected future dividend yield.

The above assumptions were used to determine the weighted average grant-date fair value of RSUs granted of $22.57, $18.05 and $15.68 during 2014, 2013 and 2012, respectively.

The Company distributed dividends of $0.58 per share for 2014, $0.50 per share for 2013, and $0.44 per share for 2012, respectively, on the Company's Class A common stock and Class B common stock.