Capital Stock and Share Based Compensation Plans

Capital Stock — We have two classes of common shares, Common Voting Shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.

Share Repurchase Plan — Our board of directors authorized the repurchase of up to $75 million of our Class A Common shares in 2010. We completed repurchases under the authorization in the third quarter of 2012. Under the authorization, we repurchased a total of $75 million of shares at prices ranging from $6.55 to $11.33 per share, of which, $23.6 million was repurchased in 2012.

In November 2012, our board of directors authorized a new repurchase program of up to $100 million of our Class A Common shares through December 2014. Shares may be repurchased from time to time at management's discretion, either in the open market, through pre-arranged trading plans or in privately negotiated block transactions. The Company currently intends to fund approximately half of the buybacks from its cash balance and half using cash proceeds from the future exercise of employee stock options.

Incentive Plans — On May 13, 2010, we adopted The E.W. Scripps Company 2010 Long-Term Incentive Plan (the “Plan”) which terminates on February 15, 2020. The Plan permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards. Any shares previously granted under the 1997 Plan that are subsequently forfeited, terminated, settled in cash or used to satisfy tax withholding obligations become available for issuance under the 2010 Plan.

We satisfy stock option exercises and vested stock awards with newly issued shares. As of December 31, 2012, 4.8 million shares were available for future stock compensation grants.

Stock Options — Stock options grant the recipient the right to purchase Class A Common shares at not less than 100% of the fair market value on the date the option is granted. We have not issued any new stock options since 2008.

The following table summarizes information about stock option transactions:



	Number of Shares		Weighted- Average Exercise Price		Range of Exercise Prices
Outstanding at December 31, 2009	11,716,981		$	9.39	$5-11
Exercised in 2010	(1,103,197	)	7.64		5-10
Forfeited in 2010	(111,701	)	9.75		5-11
Outstanding at December 31, 2010	10,502,083		$	9.57	$6-11
Options exercisable at December 31, 2010	9,765,510		$	9.61	$6-11

Outstanding at December 31, 2010	10,502,083		$	9.57	$6-11
Exercised in 2011	(311,933	)	8.01		6-10
Forfeited in 2011	(95,528	)	9.53		7-11
Outstanding and exercisable at December 31, 2011	10,094,622		$	9.62	$7-11

Outstanding at December 31, 2011	10,094,622		$	9.62	$7-11
Exercised in 2012	(2,046,309	)	9.03		8-10
Forfeited in 2012	(36,933	)	9.12		8-11
Outstanding and exercisable at December 31, 2012	8,011,380		$	9.77	$7-11

The following table presents additional information about exercises of stock options:



	For the years ended December 31,
(in thousands)	2012		2011		2010
Cash received upon exercise	$	18,215	$	2,514	$	8,394
Intrinsic value (market value on date of exercise less exercise price)	2,378		446		1,935
Tax benefits realized	892		167		726

Information about options outstanding and options exercisable by year of grant is as follows:

(dollars in millions, except per share amounts)



			Options Outstanding and Exercisable
Year of Grant	Range of Exercise Prices	Average Remaining Term (in years)	Options on Shares Outstanding	Weighted Average Exercise Price		Aggregate Intrinsic Value (in millions)
2003 – expire in 2013	8-10	0.26	133,487	$	8.65	$	0.3
2004 – expire in 2014	10-11	1.20	897,585	10.49		0.3
2005 – expire in 2013	10-11	0.20	401,357	10.09		0.3
2006 – expire in 2014	10-11	1.19	1,726,938	10.30		0.9
2007 – expire in 2015	9-10	2.15	2,065,802	10.38		0.9
2008 – expire in 2016	7-10	3.23	2,786,211	8.77		5.7
Total	7-11	2.08	8,011,380	$	9.77	$	8.4

Restricted Stock and Restricted Stock Units — Awards of Class A Common shares (“restricted stock”) and Restricted Stock Units (“RSU”) generally require no payment by the employee. RSUs are converted into an equal number of Class A Common shares when vested. These awards generally vest over a three or four year period, conditioned upon the individual’s continued employment through that period. Awards vest immediately upon the retirement, death or disability of the employee or upon a change in control of Scripps or in the business in which the individual is employed. Unvested awards may be forfeited if employment is terminated for other reasons. Awards are nontransferable during the vesting period, but the awards are entitled to all the rights of an outstanding share. There are no post-vesting restrictions on awards granted to employees and non-employee directors.

Long-term incentive compensation includes performance share awards. Performance share awards represent the right to receive an award of restricted shares if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less or more than the target number of shares depending on the extent to which the specified performance measures are met or exceeded.

Information and activity for our restricted stock and RSUs is presented below:



			Grant Date Fair Value
	Number of Shares		Weighted Average		Range of Prices
Unvested shares at December 31, 2009	9,316,164		$	1.28	$1-146
Shares and units awarded in 2010	891,047		9.47		7-11
Shares and units vested in 2010	(3,925,842	)	1.71		1-146
Shares and units forfeited in 2010	(96,743	)	1.46		1 - 9
Unvested shares units at December 31, 2010	6,184,626		2.19		$1-141
Shares and units awarded in 2011	784,750		9.32		7-10
Shares and units vested in 2011	(2,923,637	)	2.32		1-141
Shares and units forfeited in 2011	(63,207	)	2.38		1-9
Unvested shares and units at December 31, 2011	3,982,532		3.53		$1-11
Shares and units awarded in 2012	877,349		9.77		8-11
Shares and units vested in 2012	(2,506,232	)	2.68		9-11
Shares and units forfeited in 2012	(24,247	)	8.19		1-10
Unvested shares and units at December 31, 2012	2,329,402		$	6.75	$1-11

The following table presents additional information about restricted stock and restricted stock unit vesting:



	For the years ended December 31,
(in thousands)	2012		2011		2010
Fair value of shares and units vested	$	23,326	$	27,933	$	36,670
Tax benefits realized on vesting	8,747		10,475		13,753

Share-based Compensation Costs



	For the years ended December 31,
(in thousands, except per share data)	2012		2011		2010
Share-based compensation:
Restricted stock and RSUs	$	7,549	$	8,120	$	9,150
Stock options	—		262		1,767
Total share-based compensation	$	7,549	$	8,382	$	10,917
Share-based compensation, net of tax	$	4,718	$	5,239	$	6,823

As of December 31, 2012, $6.3 million of total unrecognized compensation cost related to RSUs and performance shares is expected to be recognized over a weighted-average period of 1.6 years.