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 this authorization, we repurchased a total of $75 million of shares at prices ranging from $6.55 to $11.33 per share. No additional shares may be repurchased pursuant to this authorization.

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. Under the authorization, we repurchased a total of $74 million of shares at prices ranging from $10.83 to $19.97 per share during 2013.

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 incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs), restricted and unrestricted Class A Common shares and performance units to key employees and non-employee directors. 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, 2013, 4.5 million shares were available for future stock compensation awards.

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, 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

Outstanding at December 31, 2012	8,011,380		$	9.77	$7-11
Exercised in 2013	(4,635,148	)	10.00		$7-11
Forfeited in 2013	(6,184	)	10.23		$9-11
Outstanding and exercisable at December 31, 2013	3,370,048		$	9.46	$7-11

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



	For the years ended December 31,
(in thousands)	2013		2012		2011

Cash received upon exercise	$	46,624	$	18,215	$	2,514
Intrinsic value (market value on date of exercise less exercise price)	18,468		2,378		446
Tax benefits realized ⁽¹⁾	6,926		892		167

⁽¹⁾Benefits to be recognized in future years when realizable.

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



			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)

2004 – expire in 2014	$10-11	0.28	126,578	$	10.67	$	1.4
2005 – expire in 2015	10-11	1.28	47,882	10.90		0.5
2006 – expire in 2014	10-11	0.27	166,191	10.27		1.9
2007 – expire in 2015	9-10	1.15	1,047,996	10.35		11.9
2008 – expire in 2016	7-10	2.23	1,981,401	8.80		25.6
Total	$7-11	1.71	3,370,048	$	9.46	$	41.3

Restricted Stock and Restricted Stock Units — Awards of Class A Common shares (restricted stock) and restricted stock units 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 RSUs 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 at December 31, 2010	6,184,626		$	2.19	$1-141
Awarded in 2011	784,750		9.32		7-10
Vested in 2011	(2,923,637	)	2.32		1-141
Forfeited in 2011	(63,207	)	2.38		1-9
Unvested at December 31, 2011	3,982,532		$	3.53	$1-11
Awarded in 2012	877,349		9.77		8-11
Vested in 2012	(2,506,232	)	2.68		9-11
Forfeited in 2012	(24,247	)	8.19		1-10
Unvested at December 31, 2012	2,329,402		$	6.75	$1-11
Awarded in 2013	757,229		11.71		11-20
Vested in 2013	(1,452,719	)	5.01		1-12
Forfeited in 2013	(47,071	)	10.35		9-12
Unvested at December 31, 2013	1,586,841		$	10.59	$7-20

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



	For the years ended December 31,
(in thousands)	2013		2012		2011

Fair value of shares and units vested	$	16,565	$	23,326	$	27,933
Tax benefits realized on vesting ⁽¹⁾	6,212		8,747		10,475

⁽¹⁾ Benefits to be recognized in future years when realizable.

Share-based Compensation Costs

Share-based compensation costs were as follows:



	For the years ended December 31,
(in thousands)	2013		2012		2011

Share-based compensation:
Restricted stock and RSUs	$	6,078	$	7,549	$	8,120
Stock options	—		—		262
Total share-based compensation	$	6,078	$	7,549	$	8,382
Share-based compensation, net of tax	$	3,799	$	4,718	$	5,239

As of December 31, 2013, $6.6 million of total unrecognized compensation costs related to RSUs and performance shares is expected to be recognized over a weighted-average period of 1.6 years.