Stock-Based Compensation

The Company recognizes compensation expense for all share-based payments granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10. Compensation expense is recognized on a straight-line basis over the options’ or other awards’ estimated lives for fixed awards with ratable vesting provisions.

Under the Company’s 2007 Incentive Plan (“2007 Plan”), the Company's principal stock compensation plan prior to May 9, 2012, the Company reserved up to a maximum of 3,200 shares of common stock for issuance upon the grant or exercise of stock options, restricted stock, restricted stock units (“RSUs”) and other types of awards, to directors and key employees through December 31, 2022. Option awards are granted with an exercise price equal to the market price of the Company’s common stock on the date of the grant and generally vest between three and five years with a 10-year contractual term. Restricted stock and RSUs are granted with a price equal to the market price of the Company’s common stock on the date of the grant and generally vest between three and five years. On May 9, 2012, the Company's stockholders approved the 2012 Long-Term Incentive Plan (“2012 Plan”), which allows the Company to reserve up to a maximum of 3,200 shares of common stock for issuance upon the grant or exercise of awards under the 2012 Plan. No additional awards may be granted under the 2007 Plan after May 9, 2012.

Additional information relating to the Company’s stock option plans follows:



	2013			2012		2011
Options outstanding at beginning of year	995			1,305		1,371
Options granted	—			83		76
Options exercised	(561		)	(277	)	(82	)
Options forfeited and expired	(9		)	(116	)	(60	)
Options outstanding at end of year	425			995		1,305
Options exercisable at end of year	343			814		1,106
Option prices per share:
Options granted during the year	$	—		66.14		57.34
Options exercised during the year	$ 28.37-93.65			28.37-88.33		28.37-63.14
Options forfeited and expired during the year	$ 48.50-88.33			46.80-93.65		28.37-93.65
Options outstanding at end of year	$ 28.37-93.65			28.37-93.65		28.37-93.65
Options exercisable at end of year	$ 28.37-93.65			28.37-93.65		28.37-93.65

During 2013, 2012 and 2011, a total of 3, 2 and 3 shares, respectively, were awarded to the non-employee directors in lieu of cash for their annual retainers.

In addition, the Company maintains an employee incentive program that awards restricted stock on the attainment of certain service criteria. The outstanding awards related to these programs and related compensation expense was not significant for any of the years ended December 31, 2013, 2012 or 2011.

The Company’s Board of Directors has authorized the repurchase of up to 15,000 shares of the Company’s outstanding common stock. For the year ended December 31, 2013, the Company repurchased approximately 1 share at an average price of $123.16 in connection withe the exercise of stock options under the Company's 2012 Incentive Plan. For the years ended December 31, 2012 and 2011, no shares of the Company’s common stock were purchased. Since the inception of the program, a total of approximately 11,519 shares have been repurchased at an aggregate cost of approximately $335,236. All of these repurchases have been financed through the Company’s operations and banking arrangements.

The fair value of option awards is estimated on the date of grant using the Black-Scholes-Merton valuation model that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company’s common stock and other factors. The Company uses historical data to estimate option exercise and forfeiture rates within the valuation model. Optionees that exhibit similar option exercise behavior are segregated into separate groups within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on U.S. Treasury yields in effect at the time of the grant for the expected term of the award.



	2013		2012		2011
Dividend yield	—	%	—	%	—	%
Risk-free interest rate	—	%	1.0	%	2.0	%
Volatility	—	%	47.1	%	48.1	%
Expected life (years)	0		5		5

A summary of the Company’s options under the 2002, 2007 and 2012 Plans as of December 31, 2013, and changes during the year then ended is presented as follows:



	Shares		Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value
Options outstanding, December 31, 2012	995		$	74.87
Granted	—		—
Exercised	(561	)	77.70
Forfeited and expired	(9	)	58.22
Options outstanding, December 31, 2013	425		$	71.50	4.4	$	32,899
Vested and expected to vest as of December 31, 2013	423		$	71.54	4.3	$	32,729
Exercisable as of December 31, 2013	343		$	73.60	3.5	$	25,837

The weighted-average grant-date fair value of an option granted during 2013, 2012 and 2011 was $0, $28.71 and $25.39, respectively. The total intrinsic value of options exercised during the years ended December 31, 2013, 2012, and 2011 was $20,101, $4,226 and $1,148, respectively. Total compensation expense recognized for the years ended December 31, 2013, 2012 and 2011 was $1,366 ($865, net of tax), $2,176 ($1,378, net of tax) and $1,885 ($1,194, net of tax), respectively, which was allocated to selling, general and administrative expenses. The remaining unamortized expense for non-vested compensation expense as of December 31, 2013 was $992 with a weighted average remaining life of 1.1 years.

The following table summarizes information about the Company’s stock options outstanding as of December 31, 2013:



	Outstanding				Exercisable
Exercise price range	Number of shares	Average life	Average price		Number of shares	Average price
Under $46.80	38	5.6	$	37.53	34	$	37.52
$57.34-$57.34	73	7.2	57.34		53	57.34
$66.14-$66.14	82	8.1	66.14		23	66.14
$69.95-$81.90	107	2.0	77.94		107	77.94
$83.12-$88.33	99	1.6	86.38		99	86.38
$89.46-$93.65	26	3.1	93.57		27	93.57
Total	425	4.4	$	71.50	343	$	73.60

A summary of the Company’s RSUs under the 2007 and 2012 Plans as of December 31, 2013, and changes during the year then ended is presented as follows:



	Shares		Weighted average price		Weighted average remaining contractual term (years)	Aggregate intrinsic value
Restricted Stock Units outstanding, December 31, 2012	605		$	57.87
Granted	301		110.14
Released	(152	)	104.27
Forfeited	(21	)	77.73
Restricted Stock Units outstanding, December 31, 2013	733		$	78.62	2.2	$	109,168
Expected to vest as of December 31, 2013	683				2.1	$	101,764

The Company recognized stock-based compensation costs related to the issuance of RSU’s of $16,945 ($10,735, net of taxes), $11,887 ($7,530, net of taxes) and $4,262 ($2,700, net of taxes) for the years ended December 31, 2013, 2012 and 2011, respectively, which has been allocated to selling, general and administrative expenses. Pre-tax unrecognized compensation expense for unvested RSU’s granted to employees, net of estimated forfeitures, was $30,124 as of December 31, 2013, and will be recognized as expense over a weighted-average period of approximately 2.6 years.

Additional information relating to the Company’s RSUs under the 2007 and 2012 Plans is as follows:



	2013		2012		2011
Restricted Stock Units outstanding, January 1	605		495		404
Granted	301		260		196
Released	(152	)	(140	)	(91	)
Forfeited	(21	)	(10	)	(14	)
Restricted Stock Units outstanding, December 31	733		605		495
Expected to vest as of December 31	683		551		438