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Stock Compensation Plans

We provide compensation to certain employees using stock based awards. For purposes of calculating compensation cost, we estimate the fair value of each award on the date of grant using the Black-Scholes option-pricing model. We used the following assumptions in calculating the fair value of awards granted in each of the following years:


	2011		2010		2009
Risk-free interest rate		2.2%		2.7%		1.7%
Expected life of option in years		5.51		5.61		4
Expected dividend yield of stock		2.5%		3.2%		4.8%
Expected volatility of stock price		49.0%		50.8%		70.5%
Weighted-average per share fair value of options granted	$	11.42	$	8.62	$	5.97

1998 Long-Term Incentive Plan

This plan provides for the award of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights and phantom stock. We reserved 3,900,000 shares of our common stock for issuance to our officers, directors and key employees. Different terms and conditions apply to each form of award made under the plan. Awards granted since 2003 vest ratably over a three year period and expire six years after the date of grant, except in the event of termination, retirement or death of the optionee or a change in control of the Company. Options awarded under this plan prior to 2003 generally vest 40% after two years and continue to vest at the rate of 20% per year for each year thereafter until they are fully vested. These options are exercisable as they vest and expire 10 years after the date of grant, except in the event of termination, retirement or death of the optionee or a change in control of the Company.

Changes in options outstanding are summarized as follows:


	December 31, 2011				December 31, 2010				December 31, 2009
			Weighted				Weighted				Weighted
1998 Long-Term Incentive Plan			Average				Average				Average
			Exercise				Exercise				Exercise
	Shares		Price		Shares		Price		Shares		Price
Options outstanding at January 1		413,710	$	19.88		720,791	$	18.19		1,057,519	$	15.13
Granted		-		-		-		-		-		-
Exercised		(243,659)		18.54		(306,548)		15.93		(329,728)		8.26
Forfeited		-		-		-		-		-		-
Expired		(1,000)		14.79		(533)		4.76		(7,000)		24.31

Options outstanding at December 31		169,051		21.82		413,710		19.88		720,791		18.19

Options exercisable at December 31		169,051		21.82		413,710		19.88		720,791		18.19

2006 Long-Term Incentive Plan


	December 31, 2011				December 31, 2010				December 31, 2009
			Weighted				Weighted				Weighted
2006 Long-Term Incentive Plan			Average				Average				Average
			Exercise				Exercise				Exercise
	Awards		Price		Awards		Price		Awards		Price
Awards outstanding at January 1		1,389,598	$	23.02		1,060,057	$	22.89		709,258	$	27.11
Granted		-		-		390,750		23.24		372,750		15.11
Exercised		(170,998)		24.04		(29,862)		21.62		(500)		24.25
Forfeited		(20,087)		20.48		(22,722)		19.92		(7,166)		22.89
Expired		(9,501)		23.64		(8,625)		29.62		(14,285)		29.22

Awards outstanding at December 31		1,189,012		22.91		1,389,598		23.02		1,060,057		22.89

Awards exercisable at December 31		885,003		23.67		754,622		24.86		339,365		27.99

Our AMCOL International Corporation 2006 Long-Term Incentive Plan permits a total of 1,500,000 shares of AMCOL common stock to be awarded to eligible directors and employees through the use of nonqualified stock options, incentive stock options, restricted stock or restricted stock units, and stock appreciation rights. Different terms and conditions apply to each form of award made under the plan. Awards granted prior to 2009 have a six year life from the date of grant and vest ratably over a three year period from the date of grant. Awards granted in 2009 have a ten year life from the date of grant and vest ratably over a three year period from the date of the grant. No awards could be made pursuant to this plan after May 2010 when the AMCOL International Corporation 2010 Long-Term Incentive Plan was adopted as discussed later herein.

2010 Long-Term Incentive Plan


	December 31, 2011
			Weighted
2010 Long-Term Incentive Plan			Average
			Exercise
	Awards		Price
Awards outstanding at January 1		-	$	-
Granted		379,425		30.66
Exercised		-		-
Forfeited		(23,375)		30.66
Expired		-		-

Awards outstanding at December 31		356,050		30.66

Awards exercisable at December 31		-		-

On May 6, 2010, our shareholders approved the AMCOL International Corporation 2010 Long-Term Incentive Plan. This plan permits a total of 2,000,000 shares of AMCOL common stock to be awarded to eligible directors and employees through the use of nonqualified stock options, incentive stock options, restricted stock or restricted stock units, and stock appreciation rights. Different terms and conditions apply to each form of award under the plan. Awards granted under this plan have a ten year life from the date of grant and vest ratably over a three year period from the date of the grant. At any time, the Board of Directors may amend the plan, which automatically expires on May 7, 2020.

All Stock Compensation Plans


All Stock Compensation Plans	2011		2010		2009
Intrinsic value of awards exercised during the year	$	5,085	$	3,899	$	4,352
Fair value of awards vested during the year		2,431		3,857		2,760
Grant date fair value of awards granted during the year		4,333		3,368		2,225

The following table summarizes information about stock compensation awards outstanding and exercisable at December 31, 2011:

All Stock Compensation Plans

Weighted

Average

Number

Average

Remaining

Exercise

Intrinsic

Contractual

Awards

Price

Value

Life (Yrs.)

Awards outstanding at December 31, 2011

1,714,113

24.41

6,362

5.42

Awards exercisable at December 31, 2011

1,054,054

23.37

4,495

3.48

The following table summarizes information about our nonvested stock compensation awards outstanding:


All Stock Compensation Plans - Nonvested Awards	December 31, 2011				December 31, 2010				December 31, 2009
			Weighted				Weighted				Weighted
			Average				Average				Average
			Grant date				Grant date				Grant date
	Awards		Fair value		Awards		Fair value		Awards		Fair value
Nonvested awards outstanding at January 1		634,976	$	7.87		720,692	$	7.46		677,111	$	8.81
Granted		379,425		11.42		390,750		8.62		372,750		5.97
Vested		(311,630)		7.80		(453,744)		8.50		(322,003)		8.57
Forfeited		(43,462)		9.77		(22,722)		7.59		(7,166)		8.10

Nonvested awards outstanding at December 31		659,309		9.80		634,976		7.87		720,692		7.46

Restricted Stock Awards

The tables above exclude the impact of all restricted stock awards.

Restricted stock awards are subject to performance conditions established by the Compensation Committee of the Board of Directors. The cost of these awards, determined to be the fair market value of the shares at the date of the grant, is expensed ratably over the performance period.

In February 2011, we granted 75,000 shares of performance based restricted stock to our executive officers pursuant to our 2010 Long-Term Incentive Plan. These restricted stock awards have a grant date fair value of $30.66 per share, and vest ratably over a three-year period from grant date, provided that the Company, or certain reporting segments, meet certain established performance targets. One-third of these shares vested in February 2012, as the performance targets were met.

In 2009, we granted 40,000 shares of performance based restricted stock to our executive officers pursuant to our 2006 Long-Term Incentive Plan. These restricted awards have a grant date fair value of $28.42 per share, and will vest 100% in December 2012, if certain established performance targets are met.