10.

STOCK BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

We have stock based compensation programs under which awards, including stock options, restricted stock, restricted stock units and unrestricted shares, may be granted to employees, consultants and non-employee directors.

During the three months ended September 30, 2011, there were no grants of stock options or restricted stock.

Compensation cost and related income tax benefits recognized in the Company's condensed consolidated statements of operations for stock based compensation plans for the three months ended September 30 were as follows:


	2011		2010
Compensation cost (included in selling, general and administrative expense)	$	1,794	$	1,750
Related income tax benefit	$	673	$	683

Stock Options

A summary of our stock option activity for the three months ended September 30, 2011 is as follows:


	Options			Weighted Average Exercise Price		Weighted Average Contractual Life		Aggregate Intrinsic Value

Options outstanding June 30, 2011		3,497,752		$	17.35
Granted		—			—
Exercised		(118,050	)		19.54
Canceled and expired		(1,300	)		20.87

Options outstanding September 30, 2011		3,378,402		$	17.27		3.48	$	44,866


Options exercisable at September 30, 2011		2,692,434		$	17.34		3.25	$	35,559

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing stock price on the last day of trading in the three month period ended September 30, 2011 and the exercise price) that would have been received by the option holders had all options been exercised on September 30, 2011. This value will change based on the fair market value of the Company's common stock.

For the three months ended September 30,


	2011		2010
Intrinsic value of options exercised	$	1,478	$	209
Cash received from stock option exercises	$	2,306	$	577
Tax benefit recognized from stock option exercises	$	576	$	78

At September 30, 2011 there was $1,901 of unrecognized compensation expense related to stock option awards, which will be recognized over a weighted average period of approximately 1.3 years.

Restricted Stock

A summary of our non-vested restricted stock awards and activity for the three months ended September 30, 2011 were as follows:


	Number of Shares and Units			Weighted Average Grant Date Fair Value (per share)
Non-vested restricted stock and units – June 30, 2011		407,231		$	22.43
Vested		(6,059	)		24.22
Forfeited		(10,422	)		25.88

Non-vested restricted stock and units – September 30, 2011		390,750		$	22.31

For the three months ended September 30,


	2011		2010
Fair value of restricted stock and restricted stock units granted		—	$	96
Fair value of shares vested	$	147	$	141
Tax benefit recognized from restricted shares vesting	$	808	$	43

At September 30, 2011, $5,102 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards is expected to be recognized over a weighted-average period of approximately 1.4 years.

There were 7,259,801 shares of Common Stock reserved for future issuance in connection with stock based awards as of September 30, 2011.

Long-Term Incentive Plan

The Company adopted, beginning in fiscal 2010, a long-term incentive program, (the "LTI Plan"). The LTI Plan currently consists of one two-year performance-based long-term incentive plan (the "2011-2012 LTIP") that provides for a combination of equity grants and performance awards that can be earned over the two year period. The initial two-year long-term incentive plan (the "2010-2011 LTIP") concluded in fiscal 2011. Participants in the LTI Plan include our executive officers, including the Chief Executive Officer, and certain other key executives.

The Compensation Committee administers the LTI Plan and is responsible for, among other items, establishing the target values of awards to participants and selecting the specific performance factors for such awards. At the end of each performance period, the Compensation Committee determines, at its sole discretion, the specific payout to each participant. Such awards may be paid in cash and/or unrestricted shares of the Company's common stock at the discretion of the Compensation Committee. Upon the adoption of each two year plan, the Compensation Committee granted an initial award to each participant in the form of equity-based instruments (either restricted stock or stock options), for a portion of the individual target awards. These grants are subject to time vesting requirements, and a portion of the 2011-2012 LTIP related grant is also subject to the achievement of minimum performance goals. The initial equity grants are expensed over the respective vesting periods on a straight-line basis. The payment of the actual awards earned, if any, will be reduced by the value of the initial grant.

The Compensation Committee determined that the target values set under the 2010-2011 LTIP were achieved and approved the payment of awards to the participants. The awards totaled $7,825 after deducting the value of the initial equity grant and were settled by the issuance of 63,099 unrestricted shares of the Company's common stock and $5,869 in cash in fiscal 2012. The Company has determined that the achievement of certain of the performance goals for the 2011-2012 LTIP is probable and, accordingly, recorded $1,728 of expense in addition to the stock based compensation expense for the three months ended September 30, 2011 related to that plan. There was $661 of expense recorded for the three months ended September 30, 2010 with respect to our LTI Plan.